Common use of Certificates Clause in Contracts

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. (a) The assets Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund will be evidenced by (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"x) and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-1 Certificates issued pursuant to this Agreement. It R-I Certificates, which is hereby designated as the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thensingle

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sellIf requested by a Class A Preferred Holder, transferthe Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, assign, set over and otherwise convey subject to the Trusteesatisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in trust for a manner identical to the benefit assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the Holders rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of REMIC I Regular Interests and such information as the Partnership reasonably deems necessary to determine that the sale of the Class R-1 CertificatesA Preferred Units is made in compliance with Rule 144, without recourse, all the Company's right, title and interest in and Partnership shall remove or cause to be removed the Trust Fund restrictive legend from the Certificate(s) representing such Class A Preferred Units (other than or the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cutbook-Off Date and received entry account maintained by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"Transfer Agent), and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) Partnership shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenbear all costs associated therewith.

Certificates. The assets Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 3.2, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Trust shall consist of Certificates to the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, Exchange Agent and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"customary form) and (ii) shall deposit into instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.6(g)) in exchange for the Merger Consideration. Upon surrender of a Certificate Account for cancellation to the Clipper Mortgage Loan Purchase Amount. Concurrently Exchange Agent or to such other agent or agents as may be appointed by Parent (or affidavits of loss in lieu thereof in accordance with Section 3.6(g)), together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the execution and delivery hereofExchange Agent, the Trustee holder of such Certificate shall (a) execute be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) the Clipper Loan Sale Agreement, and withdraw from Merger Consideration such holder has the right to receive in respect of such Certificate Account the Clipper Mortgage Loan Purchase Amount and apply pursuant to Section 3.2(b) (after taking into account all other Certificates surrendered by such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued holder pursuant to this Agreement. It is the express intent Section 3.6(b)(i), (B) any dividends or other distributions payable pursuant to Section 3.6(c)(i) and (C) cash in lieu of the parties hereto that the Conveyance fractional shares of the PNC Conveyed Assets Parent Stock payable pursuant to the Trustee by the Company as provided in this Section 2.01 be3.4, and the Certificate so surrendered shall forthwith be construed as, an absolute sale cancelled. In the event of the PNC Conveyed Assets. It is, further, a transfer of ownership of Company Stock that is not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, registered in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or if otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason this Agreement of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is held not applicable. No interest shall be paid or deemed to create a security interest in the PNC Conveyed Assets, thenaccrue on any cash payable upon surrender of any Certificate.

Certificates. (a) The assets Depository, the Depositor and the Securities Administrator have entered into a Depository Agreement dated as of the Trust Closing Date (the “Depository Agreement”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Certificate Registrar cause such Class to become Global Certificates, the Certificate Registrar and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Certificate Registrar or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Certificate Registrar, as agent of the Trust Depositor, shall remain in request that the custody Depository notify all Certificate Owners of the Trustee, on behalf occurrence of any such event and of the Trustavailability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar, as agent of the Depositor, of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Certificate Registrar shall issue the definitive Certificates. Neither the Depositor nor the Certificate Registrar shall be liable for any delay in delivery of any instructions required under this section and may conclusively rely on, and shall be kept protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in the Trust except as otherwise expressly set forth hereinrelated Class of Certificates. Moneys In order to make such request, such Certificate Owner shall, subject to the credit rules and procedures of the Trust shall be held Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Trustee Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and invested as provided herein. All assets received the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and held in delivery instructions for the Trust will not be subject definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf reduce the related Depository Participant’s account by the aggregate Current Principal Amount of the Trustdefinitive Certificate, (ii) the Certificate Registrar shall not have the power or authority to transferexecute, assignauthenticate and deliver, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution registration and delivery hereofinstructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in such Class of Certificates and (iii) the Company (i) does hereby irrevocably sell, transfer, assign, set over Certificate Registrar shall execute and otherwise convey to authenticate a new Book-Entry Certificate reflecting the Trustee, reduction in trust for the benefit Current Principal Amount of such Class of Certificates by the amount of the Holders of REMIC I Regular Interests and the Class R-1 definitive Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans agrees, for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant Certificates, to this Agreement. It is review or cause the express intent Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the parties hereto that the Conveyance definition of the PNC Conveyed Assets to the Trustee "Mortgage File", known by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a debt part of a Mortgage File not to have been executed or other obligation of received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. HoweverThe Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property judgment of the Company, or if for any reasonably imminent. If such defect would cause the Mortgage Loan to be other reason this Agreement is held or deemed to create than a security interest "qualified mortgage" (as defined in the PNC Conveyed AssetsCode), thenthen notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date.

Certificates. The assets (a) Certificates evidencing any of the Trust shall consist of the Trust Fund. The Trust Company Securities ("Certificates") shall be irrevocablein such form, not inconsistent with that required by the Act or any other Law and this Agreement, as shall be approved by the Board of Directors. The assets Each Certificate shall certify the number of Company Securities and the Trust shall remain in class of such Company Securities which the custody of the Trustee, on behalf of the Trust, Certificate represents and shall be kept in signed by (i) the Trust except as otherwise expressly set forth herein. Moneys to the credit Chairman of the Trust shall be held by Board, the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, President or any Person claiming through it. The TrusteeVice President and (ii) the Secretary, on behalf of any Assistant Secretary, the Trust, shall not have the power Treasurer or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or Assistant Treasurer of the Company and countersigned by the Transfer Agent (in the event that the Company is not the Transfer Agent); provided, however, that any or all of the signatures, including the countersignature, on the Certificate may be facsimile. In the event that any Officer or Transfer Agent who shall have any right to obtain possession ofsigned, or otherwise exercise legal whose facsimile signature or equitable remedies with respect tosignatures shall have been placed upon, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey any such Certificate shall have ceased to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all be such Officer or Transfer Agent before such Certificate is issued by the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received such Certificate may nevertheless be issued by the Company with respect to the PNC Mortgage Loans at same effect as if such person were such Officer or Transfer Agent on the date of issue. Certificates for each class of Company Securities shall be consecutively numbered and shall be entered in the books and records of the Company as they are issued and shall exhibit the holder's name and number of Company Securities, except as provided in Subsection 3.4(b). No Certificate shall be valid for any time, and all Principal Prepayments received purpose until it has been countersigned by the Company after Transfer Agent (in the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by event that the Company to be referred to herein as is not the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and Transfer Agent). (b) execute The Company Securities may be represented by global certificates issued in the name of Cede & Co. (or such other name as the depositary may direct), as nominee for the Depositary Trust Company, as depositary for the Company Securities, and deliver Certificates shall not be issued to owners of beneficial interests in global certificates held by the Protective depositary. Any provision herein calling for delivery of Certificates for Company Securities may be satisfied by delivering such Company Securities by book-entry transfer to such owners of beneficial interests at an account maintained for that purpose by the Transfer Agreement. The Trustee shall have no duty to review or otherwise determine Agent with the adequacy of depositary, in accordance with arrangements among the Clipper Loan Sale Agreement depositary and the Protective Transfer Agreement. The Clipper Mortgage Loans its participants and the other assets conveyed subject to the Trustee under the Clipper Loan Sale Agreement various policies and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges procedures that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee may be adopted by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company depositary from time to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thentime.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of any instructions required under this section and may conclusively rely on, and shall be kept protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's Fractional Undivided Interest in the Trust except as otherwise expressly set forth hereinrelated Class of Certificates. Moneys In order to make such request, such Certificate Owner shall, subject to the credit rules and procedures of the Trust shall be held Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and invested as provided herein. All assets received the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and held in delivery instructions for the Trust will not be subject definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf reduce the related Depository Participant's account by the aggregate Current Principal Amount of the Trustdefinitive Certificate, (ii) the Trustee shall not have the power or authority to transferexecute, assignauthenticate and deliver, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution registration and delivery hereofinstructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner's Fractional Undivided Interest in such Class of Certificates and (iii) the Company Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. (c) (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which is hereby designated as the Trustee, single "residual interest" in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificate will have the following designations, without recourse, all the Company's right, title initial balances and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cutpass-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenthrough rates:

Certificates. The assets Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Trust shall consist of Certificates to the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, Exchange Agent and shall be kept in customary form) and (y) instructions for use in effecting the Trust except as otherwise expressly set forth hereinsurrender of the Certificates in exchange for the Merger Consideration. Moneys Upon surrender of a Certificate for cancellation to the credit Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of the Trust shall be held by the Trustee transmittal, duly completed and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except validly executed in accordance with the terms of this Agreement. Concurrently with instructions thereto, and such other documents as may reasonably be required by the execution and delivery hereofExchange Agent, the Company holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (iA) does hereby irrevocably sell, transfer, assign, set over and otherwise convey cash in an amount equal to the TrusteeCash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in trust for the benefit aggregate, the whole number of shares that such holder has the Holders right to receive in respect of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, such Certificate pursuant to Section 2.5(b) (after taking into account all the Company's right, title and interest in and other Certificates surrendered by such holder pursuant to the Trust Fund (other than the Clipper Mortgage Loansthis Section 2.9(b)(i)), including but not limited (C) any dividends or other distributions payable pursuant to all scheduled payments Section 2.9(c)(i) and (D) cash in lieu of principal and interest due after the Cut-Off Date and received by the Company with respect fractional shares of Parent Common Stock payable pursuant to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"Section 2.7, and the assets Certificate so transferred and assigned to surrendered shall forthwith be referred to herein as canceled. In the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment event of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy a transfer of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part ownership of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges Company Stock that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, registered in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or if otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason this Agreement of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is held not applicable. No interest shall be paid or deemed to create a security interest in the PNC Conveyed Assets, thenaccrue on any cash payable upon surrender of any Certificate.

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

Certificates. The assets (i) If the Members determine that the Membership Interests of the Trust Company shall consist be represented by certificates, every record holder of a Membership Interest shall be entitled to have a certificate or certificates evidencing the Membership Interest owned by such record holder. Certificates evidencing Membership Interests shall be in such form as shall be approved by the Members, and may bear the seal of the Trust FundCompany or a facsimile thereof. The Trust Certificates shall be irrevocable. The assets consecutively numbered and shall state the following upon the face thereof: (A) that the Company is a limited liability company formed under the Act, (B) that the certificates evidence Membership Interests and (C) the name of the Trust record holder in whose name the Membership Interests are registered. (ii) Certificates evidencing Membership Interests shall remain in the custody of the Trustee, be signed on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit Company by one or more Officers of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itCompany. The Trustee, on behalf signatures of the Trustaforementioned Officers upon a certificate may be facsimiles. In case any Officer who has signed a certificate shall cease to be such Officer before such certificate is issued, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received such certificate may nonetheless be issued by the Company with respect the same effect as if such Officer continued to serve in such capacity at the date of issuance. (iii) All certificates evidencing Membership Interests shall have affixed thereto a legend substantially in the following form: THE INTEREST EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY SUCH INTEREST MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND SUCH LAWS OR UNLESS PURSUANT TO AN EXEMPTION THEREFROM. TRANSFERS, SALES, PLEDGES, HYPOTHECATIONS AND OTHER DISPOSITIONS OF THE INTEREST EVIDENCED BY THIS CERTIFICATE ARE FURTHER RESTRICTED BY THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENT REFERRED TO BELOW. (iv) The Company may issue a new certificate in place of any certificate evidencing Membership Interests alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate or certificates, the Company may, in its discretion and as a condition precedent to the PNC Mortgage Loans at any timeissuance thereof, and all Principal Prepayments received by require that the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, give the Company after the Cut-Off Date with respect a bond sufficient to the PNC Mortgage Loans (such transfer and assignment by indemnify the Company to against any claim that may be referred to herein as made against the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment Company on account of the purchase price for alleged loss, theft or destruction of any such certificate or the assets conveyed to the Trustee issuance of such new certificate. (v) The Membership Interests shall be securities under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy Chapter 8 of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenUniform Commercial Code.

Certificates. 3.1 The assets of the Trust Administratie Kantoor shall consist of the Trust Fundissue one Certificate for each Share transferred to it in accordance herewith. The Trust Each Holder shall be irrevocable. The assets of the Trust shall remain in the custody of the Trusteedeemed to represent and warrant, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests Administratie Kantoor and the Class R-1 Certificateseach other Holder, without recourse, all the Company's right, that such Holder has good and valid title and interest in and to each Share transferred to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received AK by the Company with respect to the PNC Mortgage Loans at any timesuch Holder for certification, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets that each Share so transferred is free and assigned to clear of all Liens. 3.2 The certification of any Share shall be referred to herein as effected by (i) the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply actual transfer of such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review Share by or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust holder thereof to the Administratie Kantoor, (ii) the issuance by the AK of a Class A Certificate or a Class B Certificate, as the case may be, to and acknowledges in the name of such Holder and (iii) the recordation of such issuance, including the name and address of such Holder, in a register of Certificates to be maintained by the AK. 3.3 All Certificates to be issued by the AK shall be registered. The AK shall not issue any Certificates in bearer form. In the event of any Transfer of a Certificate by a Holder of one Class to a Holder of the other Class in accordance with Article 8, the Certificate to be transferred shall be presented to the AK for cancellation and a Certificate in respect of such other Class shall be issued to the transferee Holder. 3.4 Upon reasonable prior written notice delivered to the AK Board, any Holder may have access to the register of Certificates during normal business hours. 3.5 Each Holder covenants and agrees that it holds shall not Transfer its Certificates except in accordance herewith. 3.6 The AK shall not register the Mortgage Loans for Transfer of any Certificates unless the benefit Transfer is permitted by Article 8. The register of Certificates and any entry in the register of Certificates made upon any Transfer to a Permitted Transferee shall include the following legend: DRAFT IN AGREED FORM "THE CERTIFICATES REPRESENTED BY THIS REGISTRATION ARE SUBJECT TO RESTRICTIONS ON TRANSFER IN ACCORDANCE WITH THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS OF MARCH 2, 2004, AND THE CONDITIONS OF ADMINISTRATION OF THE ISSUER AS THE SAME MAY BE AMENDED OR MODIFIED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH CERTIFICATES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH RESTRICTIONS ARE COMPLIED WITH." 3.7 As of the Holders Closing Date, the AK has issued 180,000,000 Class A Certificates to EPS and 141,700,000 Class B Certificates to BRC, and no other Certificates are issued and outstanding as of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee Closing Date or held by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenpersons.

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

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The Trust shall be deemed to consist of three sub-trusts, one with respect to each of the Group I, Group II and Group III Loans. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans)Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a pledge of security interest in the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. The assets Upon the issuance of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain Units in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject Company to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms provisions of this Agreement. Concurrently with the execution and delivery hereof, the Company shall issue one or more certificates in the name of such Person substantially in the form of Exhibit A hereto (ia “Unit Certificate”), which evidences the ownership of the Units in the Company of such Person. Each such Unit Certificate shall be denominated in terms of the number of Units in the Company evidenced by such Unit Certificate and shall be signed by an officer of the Company. (a) does hereby irrevocably sellThe Company shall maintain books for the purpose of registering the transfer of Units. In connection with a transfer in accordance with this Agreement of any Units in the Company, transfer, assign, set over and otherwise convey the Unit Certificate(s) shall be delivered to the Trustee, in trust Company for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"cancellation, and the assets so Company shall thereupon issue a new Unit Certificate to the transferee evidencing the Units that were transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereofand, if applicable, the Trustee Company shall (a) execute and deliver issue a new Unit Certificate to the Clipper Loan Sale Agreement, and withdraw from transferor evidencing any Units registered in the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment name of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and transferor that were not transferred. (b) execute Each Unit Certificate evidencing Units in the Company shall bear the following legend: “THIS CERTIFICATE EVIDENCES AN INTEREST IN SABINE PASS LNG-LP, LLC (THE “COMPANY”) AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF ITS FORMATION AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF EACH OTHER APPLICABLE JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG THE MEMBER(S). COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (c) This Section 4.5 shall not be amended, and deliver any purported amendment to this Section 4.5 shall be null and void, unless the Protective Transfer Controlling Agent (as defined in the Intercreditor Agreement. The Trustee shall have no duty ) under the Intercreditor Agreement has consented to review such amendment or otherwise determine the adequacy Discharge of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed First Lien Obligations has occurred. c. Exhibit A is hereby added to the Trustee under the Clipper Loan Sale Original Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, its entirety in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenform attached hereto as Exhibit A.

Certificates. The assets Certificates evidencing the shares of the Trust Company’s common stock underlying the Exchange Securities (the “Underlying Shares”) shall consist not contain any legend: (i) while a registration statement covering the resale of such security is effective under the Securities Act; (ii) following any sale of such Underlying Shares pursuant to Rule 144; or (iii) if such legend is not required under applicable requirements of the Trust FundSecurities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Trust Company shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys cause its counsel to issue a legal opinion to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of Company’s transfer agent promptly after any of the assets events described in (i)-(iii) in the preceding sentence if required by the Company’s transfer agent to effect the removal of the Trust legend hereunder (with a copy to the Holder and its broker). If all or any Personportion of an Exchange Security is converted at a time when there is an effective registration statement to cover the resale of the Underlying Shares, except or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as permitted herein. No creditor such legend is no longer required under this Section 11, it will, no later than two (2) Trading Days following the delivery by the Holder to the Company or the Company’s transfer agent of a beneficiary of the Trustcertificate representing Underlying Shares, of the Trusteeas applicable, of the Master Servicer issued with a restrictive legend, deliver or of the Company shall have any right cause to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey be delivered to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests Holder a certificate representing such shares that is free from all restrictive and the Class R-1 Certificates, without recourse, all other legends. The Company may not make any notation on its records or give instructions to the Company's right, title and interest in and to ’s transfer agent that enlarge the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such restrictions on transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided set forth in this Section 2.01 be, and 11. Certificates for Underlying Shares subject to legend removal hereunder shall be construed as, an absolute sale transmitted by the Company’s transfer agent to the applicable Holder by crediting the account of the PNC Conveyed Assets. It is, further, not Holder’s prime broker with the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets Depository Trust Company System as directed by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenHolder.

Certificates. The assets Parent shall instruct, and cause, the Paying Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Trust shall consist Certificates (or affidavits of loss in lieu of the Trust Fund. The Trust shall be irrevocable. The assets of Certificates, as provided in Section 2.8(f)) to the Trust shall remain in the custody of the Trustee, on behalf of the Trust, Paying Agent and shall be kept in customary form) and (y) instructions for use in effecting the Trust except surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as otherwise expressly set forth hereinprovided in Section 2.8(f)) in exchange for the Merger Consideration. Moneys Upon surrender of a Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.8(f)) for cancellation to the credit Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the Trust shall instructions thereto, and such other documents as may reasonably be held required by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Paying Agent in accordance with the terms of this Agreement. Concurrently with the execution materials and delivery hereofinstructions provided by the Paying Agent, the Company (i) does hereby irrevocably sellholder of such Certificate shall be entitled to receive in exchange therefor, transferand Parent shall instruct, assignand cause the Paying Agent to pay and deliver in exchange therefor as promptly as practicable, set over and otherwise convey cash in an amount equal to the Trustee, Upfront Per Share Merger Consideration multiplied by the number of shares of Company Common Stock previously represented by such Certificate (or affidavits of loss in trust for the benefit lieu of the Holders of REMIC I Regular Interests Certificates, as provided in Section 2.8(f)), and the Class R-1 Certificate (or affidavits of loss in lieu of the Certificates, without recourse, all the Company's right, title and interest as provided in and Section 2.8(f)) so surrendered shall forthwith be canceled (subject to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with such holder’s rights in respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company Contingent Value Rights as provided in this Section 2.01 be, and be construed as, an absolute sale herein). In the event of the PNC Conveyed Assets. It is, further, a transfer of ownership of Company Common Stock that is not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, registered in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or if otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason this Agreement of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is held not applicable. No interest shall be paid or deemed to create a security interest in the PNC Conveyed Assets, thenaccrue on any cash payable upon surrender of any Certificate.

Certificates. (a) The assets Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of June 29. 1998 (the "Depository Agreement"). Except for the Residual Certificates, and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Trust shall consist Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Trust FundDepository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in relying on, such instructions. (i) REMIC I will be evidenced by (x) the Trust except REMIC I Regular Certificates, described below, which will be uncertificated and non-transferable and are hereby designated as otherwise expressly set forth herein. Moneys to the credit of "regular interests" in REMIC I and (y) the Trust Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I. Except as discussed below, principal and interest shall be held by the Trustee payable to, and invested as provided herein. All assets received shortfalls, losses and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect prepayments are allocable to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests Certificates in the same order and priority as payments are to be made on, and shortfalls, losses and prepayments are allocable to, the Corresponding Classes of Certificates. Except as noted below, the Corresponding Classes of Certificates are those Group 1 Certificates which have the same designation as the REMIC I Certificates (without the "I-") or in the case of I-1-A-5/6, both the Class 1-A-5 and Class 1-A-6 Certificates. The REMIC I Regular Certificates and the Class R-1 CertificatesCertificate will have the following designations and pass-through rates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments distributions of principal and interest due after thereon shall be allocated to the CutCorresponding Class of Certificates in the following manner: REMIC I CERTIFICATES INITIAL BALANCE PASS-Off Date THROUGH RATE ------------------------ * Notional Amount (1) The Class I-X Certificates will have a zero Principal Balance and received will be entitled to the excess of the weighted average of the Net Rates of the Non-Discount Group 1 Mortgages over 7.00% per annum, multiplied by the Company with respect Principal Balance of such Mortgages. (2) The Class I-PO Certificates are principal only Certificates and will not bear interest. The Current Principal Amount of the Class I-PO Certificates is equal to a strip of principal from the PNC Discount Mortgage Loans at any timein Mortgage Loan Group 1, and all its Principal Prepayments received by Balance is paid down based on its share of the Company after payments of principal from the Cut-Off Date with respect to the PNC Discount Mortgage Loans in Mortgage Loan Group 1. (such transfer ii) REMIC II will be evidenced by (x) the REMIC II Regular Certificates, described below, which will be uncertificated and assignment by the Company to be referred to herein non-transferable and are hereby designated as the "Conveyanceregular interests" in REMIC II and (y) the Class R-2 Certificate, which is hereby designated as the single "residual interest" in REMIC II. Except as discussed below, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the assets so transferred REMIC II Regular Certificates in the same order and assigned priority as payments are to be referred made on, and shortfalls, losses and prepayments are allocable to, the Corresponding Classes of Certificates. Except as noted below, the Corresponding Classes of Certificates are those Group 2 Certificates which have the same designation as the REMIC II Certificates (without the "II-") or in the case of the II-2-A-9/10, both the Class 2-A-9 and Class 2-A-10 Certificates. The REMIC II Regular Certificates and the Class R-2 Certificate will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to herein the Corresponding Class of Certificates in the following manner: REMIC II CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE ------------------------ * Notional Amount (1) The Class II-X Certificates will have a zero Principal Balance and will be entitled to the excess of the weighted average of the Net Rates of the Non-Discount Group 2 Mortgages over 6.75% per annum, multiplied by the Principal Balance of such Mortgages. (2) The Class II-PO Certificates are principal only Certificates and will not bear interest. The Current Principal Amount of the Class II-PO Certificates is equal to a strip of principal from the Discount Mortgage Loans in Mortgage Loan Group 2, and its Principal Balance is paid down based on its share of the payments of principal from the Discount Mortgage Loans in Mortgage Loan Group 2. (iii) REMIC III will be evidenced by (x) the REMIC III Regular Certificates, described below, which will be uncertificated and non-transferable and are hereby designated as the "PNC Conveyed Assets") regular interests" in REMIC III and (iiy) the Class R-3 Certificate, which is hereby designated as the single "residual interest" in REMIC III. Except as discussed below, principal and interest shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution be payable to, and delivery hereofshortfalls, losses and prepayments are allocable to, the Trustee shall (a) execute REMIC III Regular Certificates in the same order and deliver the Clipper Loan Sale Agreementpriority as payments are to be made on, and withdraw from shortfalls, losses and prepayments are allocable to, the Certificate Account Corresponding Classes of Certificates. Except as noted below, the Clipper Mortgage Loan Purchase Amount and apply such amount to payment Corresponding Classes of Certificates are those Group 3 Certificates which have the purchase price for same designation as the assets conveyed to REMIC III Certificates (without the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement"III-"). The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I III Regular Interests Certificates and the Class R-1 R-3 Certificate will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to the Corresponding Class of Certificates issued pursuant in the following manner: REMIC III CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE (1) This III-A-5 Class of Certificates will bear interest at a variable rate equal to this Agreement. It is the express intent weighted average of the parties hereto that the Conveyance Net Rates of the PNC Conveyed Assets Group 3 Mortgage Loans. (2) The Class III-X Certificates will have a zero Principal Balance and will be entitled to the Trustee Sub-Group 3A Percentage of the excess of the weighted average of the Net Rates of the Non-Discount Group 3 Mortgages over 6.50% per annum, multiplied by the Company as provided Principal Balance of such Mortgages. (3) The Class III-PO Certificates are principal only Certificates and will not bear interest. The Current Principal Amount of the Class III-PO Certificates is equal to a strip of principal from the Discount Mortgage Loans in this Section 2.01 beMortgage Loan Group 3, and be construed as, an absolute sale its Principal Balance is paid down based on its share of the PNC Conveyed Assets. It is, further, not payments of principal from the intention Discount Mortgage Loans in Mortgage Loan Group 3. (4) These Classes of III-B Certificates will be entitled to the sum of 2.890068558% (or the Sub-Group 3A Percentage times 6.50%) and the Sub-Group 3B Percentage multiplied by the weighted average of the parties that such Conveyance be deemed a pledge Net Rates of the PNC Conveyed Assets Group 3 Mortgage Loans. (iv) REMIC IV will be evidenced by (x) the Company REMIC IV Regular Certificates, described below, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC IV and (y) the Class R-4 Certificate, which is hereby designated as the single "residual interest" in REMIC IV. Except as discussed below, principal and interest shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC IV Regular Certificates in the same order and priority as payments are to be made on, and shortfalls, losses and prepayments are allocable to, the Corresponding Classes of Certificates. Except as noted below, the Corresponding Classes of Certificates are those Group 4 Certificates which have the same designation as the REMIC IV Certificates (without the "IV-"). The REMIC IV Regular Certificates and the Class R-4 Certificate will have the following designations and pass-through rates, and distributions of principal and interest thereon shall be allocated to the Trustee to secure a debt or other obligation Corresponding Class of the Company. However, Certificates in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenfollowing manner:

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the TrustCertificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does hereby irrevocably sellAs provided herein, transfer, assign, set over and otherwise convey the REMIC Administrator will make an election to treat the Trustee, in trust for the benefit segregated pool of assets consisting of the Holders Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage LoansInterests"), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders None of the REMIC I Regular Interests and will be certificated. Uncertificated REMIC I Initial Uncertificated Class Designation for each REMIC I Interest Pass-Through Rate Principal Balance ___________________________________________________________________________________________ W (1) N/A LT1 Variable(1) $441,504,310.38 LT2 Variable(1) $21,129.97 LT3 0.00% $23,027.18 LT4 Variable(1) $23,027.18 I-X-1 0.080% (2) I-X-2 0.500% (3) Component I of the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company R N/A N/A _______________________________ (1) Calculated as provided in this Section 2.01 be, and be construed as, an absolute sale the definition of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenUncertificated REMIC I Pass-Through Rate.

Certificates. (a) The assets Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does REMIC X will be evidenced by (x) the REMIC X Regular Interests, which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC X and (y) the Class R-X Certificates, transfer, assign, set over and otherwise convey to which is hereby designated as the Trustee, single "residual interest" in trust for the benefit of the Holders of REMIC X. Corresponding REMIC I Regular Interests and the Class R-1 CertificatesInterest Pass- Allocation Allocation REMIC X Initial Uncertificated Through of of Interest Principal Balance ($) Rate Principal Interest I $ 1,503,402,429 (1) (3) (3) II $826,887,462 (2) (4) (4) R-X N/A N/A N/A N/A (1) During each Interest Accrual Period, without recourse, all the Company's right, title and REMIC X Regular Interest I will bear interest in and at a variable Pass- Through Rate equal to the Trust Fund (other than weighted average of the Clipper Net Rates of the Group 1 Mortgage Loans). (2) During each Interest Accrual Period, including but not limited to all scheduled payments of principal and REMIC X Regular Interest II will bear interest due after the Cut-Off Date and received by the Company with respect at a variable Pass- Through Rate equal to the PNC weighted average of the Net Rates of the Group 2 Mortgage Loans at any time, and all Principal Prepayments received by Loans. (3) REMIC X Regular Interest I shall be entitled to 100% of the Company after Group 1 Available Funds. (4) REMIC X Regular Interest II shall be entitled to 100% of the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and Group 2 Available Funds. (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall REMIC I will be evidenced by (ax) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-1 Certificates issued pursuant R-I Certificates, which is hereby designated as the single "residual interest" in REMIC I. Distributions shall be deemed to this Agreement. It is be made to the express intent REMIC I Regular Interests first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the parties hereto aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Conveyance Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the PNC Conveyed Assets excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group over (y) the Current Principal Amount of the Senior Certificate in the related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to the Trustee by Class ZZZ Certificates. Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Company as provided in this Section 2.01 be, and be construed as, an absolute sale Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the PNC Conveyed Assets. It is, further, not the intention aggregate Scheduled Principal Balance of the parties Mortgage Loans in the related Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such Conveyance be deemed a pledge REMIC I Regular Interest is equal to 0.01% of the PNC Conveyed Assets by excess of (x) the Company to the Trustee to secure a debt or other obligation aggregate Scheduled Principal Balance of the Company. However, Mortgage Loans in the event that, notwithstanding related Group over (y) the intent Current Principal Amount of the partiesSenior Certificate in the related Group (except that if any such excess is a larger number than in the preceding distribution period, the PNC Conveyed Assets are held least amount of Realized Losses shall be applied to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thensuch REMIC I Regular Interests such that the

Certificates. Section 5.01. Certificates (a) The assets Depository, the Depositor and the Certificate Registrar have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Certificate Registrar cause such Class to become Global Certificates, the Certificate Registrar and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Certificate Registrar or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Certificate Registrar shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Certificate Registrar shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the TrustCertificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance or Notional Balance, as applicable, being exchanged, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (ii) the Certificate Registrar shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance or Notional Balance, as applicable, of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Certificate Registrar shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which are hereby designated as the Trustee, single "residual interest" in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificate will have the following designations, without recourse, all the Company's right, title initial balances and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cutpass-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the through rates: REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenInterest Initial Balance Pass-Through Related Group Rate

Certificates. The assets (a) LLC Units shall be represented by a certificate or certificates, setting forth upon the face thereof that Royal Street is a limited liability company formed under the laws of the Trust shall consist State of Delaware, the name of the Trust FundPerson to which it is issued and the number of LLC Units which such certificate represents. The Trust Such certificates shall be irrevocable. The assets of the Trust shall remain entered in the custody books of the Trustee, on behalf of the TrustRoyal Street as they are issued, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held signed by the Trustee and invested as provided hereinChairman or the Chief Executive Officer of Royal Street. All assets received and held in the Trust will not be subject to Upon any right, charge, security interest, lien or claim Transfer of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as LLC Units permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect tounder this Agreement, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company transferring Member shall request Royal Street to (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey issue to the Trustee, in trust for transferee a certificate representing the benefit number of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets LLC Units so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) surrender to Royal Street the existing certificate and Royal Street shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed issue to the Trustee transferring Member certificates representing the remaining LLC Units, if any, held by such transferring Member after taking into account such Transfer. All certificates representing LLC Units (unless registered under the Clipper Loan Sale Agreement and Securities Act), shall bear the following legend: THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) UNLESS IN ACCORDANCE WITH THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF ROYAL STREET (AS AMENDED FROM TIME TO TIME), A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF ROYAL STREET. (b) execute and deliver Each LLC Interest shall constitute a “security” within the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy meaning of (i) Article 8 of the Clipper Loan Sale Agreement Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the Protective Transfer Agreement. The Clipper Mortgage Loans National Conference of Commissioners on Uniform State Laws and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee approved by the Company as provided in this Section 2.01 beAmerican Bar Association on February 14, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then1995.

Certificates. The assets (a) Every Partner shall be entitled to have a certificate of certificates evidencing the Partnership Interest owned by such Partner. Certificates evidencing the Partnership Interests be in such form as shall approved by the General Partner. Certificates shall be consecutively numbered and shall state the following upon the face thereof: (i) that the Partnership is a limited partnership formed under the Delaware Act, (ii) that the certificates evidence Partnership Interests and (iii) the name of the Trust shall consist of record holder in whose name the Trust Fund. The Trust Partnership Interests are registered. (b) Certificates evidencing Partnership Interests shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, signed on behalf of the TrustPartnership by the General Partner. The signatures of the General Partner upon a certificate may be facsimiles. (c) All certificates evidencing Partnership Interests shall have affixed thereto a legend substantially in the following form: THE INTERESTS EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY SUCH INTERESTS MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT AND SUCH LAWS OR UNLESS PURSUANT TO AN EXEMPTION THEREFROM. TRANSFERS, SALES, PLEDGES, HYPOTHECATIONS AND OTHER DISPOSITIONS OF THE INTERESTS EVIDENCED BY THIS CERTIFICATE ARE FURTHER RESTRICTED BY THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT OF SEA BREEZE PACIFIC JXXX XX XXXX CABLE, LP. (d) The Partnership may issue a certificate in place of a certificate evidencing Partnership Interests alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate or certificates, the Partnership may, in its discretion and as a condition precedent to the issuance thereof, require that the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, give the Partnership a bond sufficient to indemnify the Partnership against any claim that may be made against the Partnership on account of the alleged loss, theft or destruction of any certificate or the issuance of such new certificate. (e) The Partnership Interests shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit securities under Chapter 8 of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenUniform Commercial Code.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the “Depository Agreement”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the TrustCertificate Owner’s interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does hereby irrevocably sellAs provided herein, transfer, assign, set over and otherwise convey the REMIC Administrator will make an election to treat the Trustee, in trust for the benefit segregated pool of assets consisting of the Holders Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” Component I of the Class R Certificates will represent the sole Class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the “Uncertificated REMIC I Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular interests” in REMIC I (the “REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage LoansInterests”), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders None of the REMIC I Regular Interests and will be certificated. Uncertificated REMIC I Pass-Through Initial Uncertificated Class Designation for each REMIC I Interest Rate Principal Balance W (1) N/A LT1 Variable(1) $694,637,648.39 LT2 Variable(1) $36,252.08 LT3 0.00% $33,221.95 LT4 Variable(1) $33,221.95 I-X-I 0.700% (2) Component I of the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company R N/A N/A -------------------------------------------------- (1) Calculated as provided in this Section 2.01 be, and be construed as, an absolute sale the definition of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenUncertificated REMIC I Pass-Through Rate.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the TrustCertificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does hereby irrevocably sellAs provided herein, transfer, assign, set over and otherwise convey the REMIC Administrator will make an election to treat the Trustee, in trust for the benefit segregated pool of assets consisting of the Holders Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage LoansInterests"), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders None of the REMIC I Regular Interests and will be certificated. Uncertificated REMIC I Pass-Through Initial Uncertificated Class Designation for each REMIC I Interest Rate Principal Balance W (1) N/A LT1 Variable(1) $433,034,227.58 LT2 Variable(1) $19,345.76 LT3 0.00% $23,964.39 LT4 Variable(1) $23,964.39 I-X-I 0.400% (2) Component I of the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company R N/A N/A ___________________________________ (1) Calculated as provided in this Section 2.01 be, and be construed as, an absolute sale the definition of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenUncertificated REMIC I Pass-Through Rate.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the TrustCertificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Balance of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in relying on, such instructions. (c) REMIC II will be evidenced by (x) the REMIC II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC II and (y) the Class R-II Certificates, which are hereby designated as the single class of "residual interests" in REMIC II. On each Distribution Date, the Trustee shall cause the REMIC II Distribution Amount to be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R-II Certificates, as the case may be, in the Trust except as otherwise expressly amounts and with the priorities set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim definition of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itREMIC II Distribution Amount. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I II Regular Interests and the Class R-1 CertificatesR-II Certificates will have the following designations and pass-through rates: Initial Uncertificated REMIC Uncertificated Latest Possible Designation II Pass Through Rate Principal Balance Maturity Date(3) ----------- ----------------- ----------------- ---------------- LT1 Variable(1) $623,745,859.12 September 25, without recourse2034 LT2 Variable(1) $11,510.12 September 25, all the Company's right2034 LT3 0.00% $50,907.00 September 25, title and interest in and to the Trust Fund 2034 LT4 Variable(1) $50,907.00 September 25, 2034 LT5 Variable(1) $188,077,921.58 September 25, 2034 LT6 Variable(1) $3,015.23 September 25, 2034 LT7 0.00% $15,805.43 September 25, 2034 LT8 Variable(1) $15,805.43 September 25, 2034 LT-Y1(2) Variable(1) $312,080.75 September 25, 2034 LT-Y2(2) Variable(1) $94,103.33 September 25, 2034 R-II 0.00% $0.00 September 25, 2034 ------------------ (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"1) and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company Calculated as provided in this Section 2.01 be, and be construed as, an absolute sale the definition of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenUncertificated REMIC II Pass-Through Rate.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the TrustCertificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does hereby irrevocably sellAs provided herein, transfer, assign, set over and otherwise convey the REMIC Administrator will make an election to treat the Trustee, in trust for the benefit segregated pool of assets consisting of the Holders Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage LoansInterests"), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders None of the REMIC I Regular Interests and will be certificated. Uncertificated REMIC I Pass-Through Initial Uncertificated Class Designation for each REMIC I Interest Rate Principal Balance _________________________________________________________________________________________________ W (1) N/A LT1 Variable(1) $515,186,211.75 T2 Variable(1) $25,376.70 LT3 0.00% $26,149.69 LT4 Variable(1) $26,149.69 I-X-1 0.080% (2) I-X-2 0.500% (3) Component I of the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company R N/A N/A __________________________________________ (1) Calculated as provided in this Section 2.01 be, and be construed as, an absolute sale the definition of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenUncertificated REMIC I Pass-Through Rate.

Certificates. The assets At the request of PICO or UCP, Inc., Membership Units shall be represented by a certificate or certificates, setting forth upon the face thereof that the Company is a limited liability company formed under the laws of the Trust shall consist State of Delaware, the name of the Trust FundMember to which it is issued and the number of Membership Units which such certificate represents. The Trust Such certificates shall be irrevocable. The assets entered in the books of the Trust shall remain in the custody of the Trustee, on behalf of the TrustCompany as they are issued, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held signed by the Trustee and invested as provided herein. All assets received and held in Chairman or the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or Chief Executive Officer of the Company shall have and may be sealed with the Company’s seal or a facsimile thereof. Upon any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect toTransfer permitted under this Agreement, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, transferring Member shall surrender to the Company (i) does hereby irrevocably sell, transfer, assign, set over the Certificates representing Membership Units owned by such Member and otherwise convey the Company shall issue to the Trusteetransferring Member certificates representing the remaining Membership Units, in trust for if any, held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (unless registered under the benefit Securities Act of 1933, as amended (the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans“Securities Act”)), including but not limited to all scheduled payments of principal and interest due after shall bear the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any timefollowing legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans AS AMENDED (such transfer and assignment by the Company to be referred to herein as the "Conveyance"THE “SECURITIES ACT”), and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) and UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (iiII) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereofEXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenA COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Certificates. The assets of certificates evidencing the Trust Restricted Stock, and a stock power executed by the Participant in blank with respect hereto in the form annexed hereto as Exhibit A, shall consist of be deposited with an escrow agent designated by the Trust FundCommittee, which may be the Company (the “Escrow Agent”) until such time as either (i) any such shares are forfeited in accordance with Section 2 hereof, or (ii) the restrictions on any such shares lapse in accordance with Section 2 hereof, in which case any such shares shall be delivered to the Participant in accordance with, and subject to the limitations of, Section 4 hereof. The Trust shall be irrevocable. The assets period during which any share of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be Restricted Stock is held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Escrow Agent in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be preceding sentence is referred to herein as the "Conveyance", “Restricted Period” with respect to such share. The Committee shall cause the Escrow Agent to issue to the Participant a receipt evidencing the stock certificates held by the Escrow Agent registered in the name of the Participant. Each such certificate shall bear the following legend until the lapse of the Restricted Period with respect to the shares represented by such certificate: Transfer of this certificate and the assets so transferred shares represented hereby is restricted pursuant to the terms of the Interline Brands, Inc. 2004 Equity Incentive Plan and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Restricted Stock Award Agreement, effective _____, 2004 between Interline Brands, Inc. and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment Participant. Copies of the purchase price for Agreement and Plan are on file at the assets conveyed offices of Interline Brands, Inc. In the case of the Participant’s death, such certificates will be delivered to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee beneficiary designated in writing by the Company Participant in the form annexed hereto as provided in this Section 2.01 beExhibit B, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. Howeveror, in the event thatno beneficiary has been chosen or such beneficiary has predeceased the Participant or cannot be located within a reasonable amount of time (as determined by the Committee), notwithstanding to the intent Participant ‘s legatee or legatees, or to his personal representatives or distributees, as the case may be. To the extent that any determination must be made to properly effect the delivery of stock certificates in the event of the partiesParticipant ‘s death, such determination shall be made by the PNC Conveyed Assets are held Committee and shall be final and binding and shall completely discharge the Company from its obligation to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thendeliver stock certificates hereunder.

Certificates. (a) The assets Depository, the Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of March 30, 2004 (the "Depository Agreement"). The Certificates shall at all times remain registered in the name of the Trust shall consist Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Trust FundDepository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Certificate Owners of the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option and with the Grantor Trustee's consent advises the Grantor Trustee in writing that it elects to terminate the book-entry system through the Depository, the Grantor Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Grantor Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trustee shall issue the definitive Certificates. Neither the Depositor nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Certificates shall have the following designations and initial principal amount: Designation Initial Principal Amount ----------- ------------------------ M-1 $45,500,000 M-2 $45,500,000 M-3 $28,600,000 M-4 $31,200,000 M-5 $27,950,000 M-6 $22,750,000 (d) With respect to each Payment Date, the Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Payment Date and the Certificates, interest shall be calculated, on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon the respective Certificate Interest Rate set forth, or determined as provided, above and the Current Principal Amount of the Certificates applicable to such Payment Date. (e) The Certificates shall be substantially in the form set forth in Exhibit A. On original issuance, the Grantor Trustee shall sign, countersign and shall deliver them at the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Grantor Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (f) The Book-Entry Certificates will be registered as a single Certificate held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $25,000 and increments of $1.00 in excess thereof. On the Closing Date, the Grantor Trustee shall execute and countersign the Certificate in the entire Current Principal Amount of the Certificates. The Trust Grantor Trustee shall be irrevocable. The assets of sign the Trust shall remain in the custody of the Trustee, Certificates by facsimile or manual signature and countersign them by manual signature on behalf of the TrustGrantor Trustee by one or more authorized signatories, each of whom shall be Responsible Officers of the Grantor Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Grantor Trustee or its agent at the time of issuance shall bind the Grantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate. (g) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the manually executed countersignature of the Grantor Trustee or its agent, and such countersignature upon any Certificate shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"conclusive evidence, and the assets so transferred only evidence, that such Certificate has been duly executed and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amountdelivered hereunder. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 All Certificates issued pursuant to this Agreementon the Closing Date shall be dated the Closing Date. It is All Certificates issued thereafter shall be dated the express intent date of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thentheir countersignature.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The assets Clearing Agency Participant should in turn make the request of the Trust shall consist Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trust FundAdministrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-3 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trust Administrator shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held honored by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Clearing Agency in accordance with the terms of this Agreement. Concurrently with the execution procedures, and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey subject to the Trusteepriorities and limitations, described in trust this Section 4.07. The exact procedures to be followed by the Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the benefit Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Holders of REMIC I Regular Interests Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class R-1 CertificatesA-3 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, without recourseand notwithstanding anything to the contrary herein, all no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the Companymonth. Any Beneficial Owner of a Class A-3 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's rightaccount. In the event that such account is maintained by a Clearing Agency Indirect Participant, title and interest such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in and turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Fund (other than the Clipper Mortgage Loans), including but Administrator. If such notice of withdrawal of a request for distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Class A Principal Balance of Class A-3 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class A-3 Certificates are rejected by the Company after Trust Administrator for failure to comply with the Cut-Off Date with respect requirements of this Section 4.07, the Trust Administrator shall return such request to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently appropriate Clearing Agency Participant with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed a copy to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed Clearing Agency with an explanation as to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans reason for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the “Depository Agreement”). Except for the Residual Certificates, the Non-Offered Certificates (which are also Physical Certificates) and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of the related Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Non-Offered Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Certificate Registrar cause such Class to become Global Certificates, the Certificate Registrar and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Certificate Registrar shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Certificate Registrar shall issue the definitive Certificates. Neither the Depositor nor the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, theninstructions.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund will be evidenced by (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"x) and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the Class R-1 Certificates issued pursuant "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided those set forth in this Section 2.01 be5.01(c)(i) and (y) the Class R-I Certificates, and be construed as, an absolute sale of which is hereby designated as the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, single "residual interest" in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenREMIC I.

Certificates. The assets Parent will cause the Paying Agent to mail, as soon as reasonably practicable after the Effective Time (but in no event more than two Business Days thereafter), to each holder of record of Book-Entry Shares (as defined below) or a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.7, (A) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Trust shall consist Certificates to the Paying Agent or, with respect to Book-Entry Shares, receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request, and which letter of transmittal will be in customary form and have such other provisions as Parent and the Surviving Corporation may reasonably specify); and (B) instructions for use in effecting the surrender of the Trust FundCertificates or Book-Entry Shares in exchange for the Merger Consideration. The Trust shall be irrevocable. The assets Upon surrender of a Certificate (or affidavit of loss in lieu of the Trust shall remain Certificate as provided in Section 2.11) for cancellation to the custody Paying Agent, together with such letter of the Trusteetransmittal, on behalf of the Trustduly executed, and shall such other documents as may reasonably be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held required by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Paying Agent in accordance with the terms of this Agreement. Concurrently with the execution such materials and delivery hereofinstructions, the Company (i) does hereby irrevocably sellholder of such Certificate will be entitled to receive in exchange for the number of shares represented by such Certificate, transfer, assign, set over and otherwise convey Parent will cause the Paying Agent to the Trusteepay and deliver in exchange therefor as promptly as practicable, in trust for respect of such Certificate the benefit amount of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and Merger Consideration that such holder is entitled to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited pursuant to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer AgreementSection 2.7. The Trustee shall have no duty to review Certificate so surrendered will be cancelled. No interest will be paid or otherwise determine the adequacy accrue on any cash payable upon surrender of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenCertificate.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The Trust shall be deemed to consist of two sub-trusts, one with respect to each of the Group I and Group II Loans. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans)Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a pledge of security interest in the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. (a) The assets Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be irrevocable. The assets liable for any delay in delivery of the Trust shall remain in the custody of the Trustee, on behalf of the Trustsuch instructions and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which is hereby designated as the Trustee, single "residual interest" in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificate will have the following designations, without recourse, all the Company's right, title initial balances and interest in and to the Trust Fund pass-through rates: (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans 1) Group 1 1B $ 25,773.46 (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"2) and Group 1 2A $ 853.12 (ii1) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall Group 2 2B $ 12,187.39 (a3) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and Group 2 3A $ 1,435.30 (b1) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenGroup 3 3B $ 20,504.29

Certificates. (a) The assets Depository, the Depositor and the Securities Administrator have entered into a Depository Agreement dated as of the Trust Closing Date (the “Depository Agreement”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Certificate Registrar cause such Class to become Global Certificates, the Certificate Registrar and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Certificate Registrar or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Certificate Registrar, as agent of the Trust Depositor, shall remain in request that the custody Depository notify all Certificate Owners of the Trustee, on behalf occurrence of any such event and of the Trustavailability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar, as agent of the Depositor, of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Certificate Registrar shall issue the definitive Certificates. Neither the Depositor nor the Certificate Registrar shall be liable for any delay in delivery of any instructions required under this section and may conclusively rely on, and shall be kept protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in the Trust except as otherwise expressly set forth hereinrelated Class of Certificates. Moneys In order to make such request, such Certificate Owner shall, subject to the credit rules and procedures of the Trust shall be held Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Trustee Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and invested as provided herein. All assets received the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and held in delivery instructions for the Trust will not be subject definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf reduce the related Depository Participant’s account by the aggregate Current Principal Amount of the Trustdefinitive Certificate, (ii) the Certificate Registrar shall not have the power or authority to transferexecute, assignauthenticate and deliver, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution registration and delivery hereofinstructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in such Class of Certificates and (iii) the Company Certificate Registrar shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. (c) (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests, which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the “regular interests” in REMIC I and have the initial principal amounts and (other than REMIC I Regular Interest R-II/R-III) accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which are hereby designated as representing the Trustee, sole class of “residual interests” in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificate will have the following designations, without recourse, all initial principal amounts and Pass-Through Rates: I-Sub $ 257.47 (1) Loan Group I I-Grp $ 5,719.47 (2) Loan Group I II-Sub $ 2,751.77 (1) Loan Group II II-Grp $ 61,149.97 (3) Loan Group II III-Sub $ 975.05 (1) Loan Group III III-Grp $ 21,665.85 (4) Loan Group III IV-Sub $ 1,357.09 (1) Loan Group IV IV-Grp $ 30,157.39 (5) Loan Group IV R-II/R-III $ 100.00 0.00% N/A ZZZ $ 1,186,802,901.66 (1) Loan Group I through Loan Group IV Class R-I $ 50.00 0.00% N/A (1) The weighted average of the Company's right, title and interest in and to Net Rates of the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments weighted on the basis of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all respective Scheduled Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (Balances of each such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with as of the execution and delivery hereofbeginning of the Due Period immediately preceding the related Distribution Date. (2) The weighted average of the Net Rates of the Group I Mortgage Loans, weighted on the Trustee shall (a) execute and deliver basis of the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper respective Scheduled Principal Balances of each such Mortgage Loan Purchase Amount and apply such amount to payment as of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy beginning of the Clipper Loan Sale Agreement and Due Period immediately preceding the Protective Transfer Agreement. related Distribution Date. (3) The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part weighted average of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery Net Rates of the Trust Fund Group II Mortgage Loans, weighted on behalf the basis of the Trust and acknowledges that it holds the respective Scheduled Principal Balances of each such Mortgage Loans for the benefit Loan as of the Holders beginning of the Due Period immediately preceding the related Distribution Date. (4) The weighted average of the Net Rates of the Group III Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (5) The weighted average of the Net Rates of the Group IV Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. Interest shall be payable to the REMIC I Regular Interests at the applicable Pass-Through Rates on the related Uncertificated Principal Balances. On the Distribution Date in June 2006, REMIC I Regular Interest R-II/R-III will be paid $100 in reduction of its Uncertificated Principal Balance from the Class R-II Deposit and the Class R-1 Certificates issued pursuant R-III Deposit held in the Distribution Account. Distributions of principal shall be deemed to this Agreement. It is be made from amounts received on the express intent Mortgage Loans to the REMIC I Regular Interests (other than REMIC I Regular Interest R-II/R-III), first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the parties hereto aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Conveyance Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the PNC Conveyed Assets excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the aggregate Current Principal Amount of the Senior Certificates in the related Certificate Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest ZZZ. Realized Losses on the Mortgage Loans shall be applied after all distributions have been made on each Distribution Date, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Current Principal Amount of the Senior Certificates in the related Certificate Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses on the Mortgage Loans shall be allocated to REMIC I Regular Interest ZZZ. The aggregate amount of any Net Interest Shortfalls and interest portion of Realized Losses for any Distribution Date shall be allocated to accrued interest payable to the Trustee by the Company as provided in this Section 2.01 beREMIC I Regular Interests (other than REMIC I Regular Interest R-II/R-III), pro rata, based on, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation extent of, one month’s interest at the then applicable respective Pass-Through Rates on the respective Uncertificated Principal Balances of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, theneach such REMIC I Regular Interest.

Certificates. The assets On the Effective Date, (a) the holders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Shares) of Shares, Corporation Options and Corporation Warrants shall be deemed to be the registered holders of the Trust Great Oak Shares, Great Oak Replacement Options and Great Oak Replacement Warrants to which they are entitled hereunder, respectively. Shareholders, holders of Corporation Options and holders of Corporation Warrants shall consist of not be required to deliver and surrender to the Trust FundTransfer Agent or the Corporation’s registrar, as applicable, the certificates representing their respective Shares, Corporation Options and Corporation Warrants which have been exchanged for Great Oak Shares in accordance with section 2.3(a) hereof, Great Oak Replacement Options in accordance with section 2.3(b) hereof and Great Oak Replacement Warrants in accordance with section 2.3(c) hereof. The Trust shall be irrevocable. The assets Transfer Agent or registrar shall, as soon as practicable, issue to such Shareholders DRS Statements or certificates representing the number of Great Oak Shares to which such holder is entitled or to effect the Trust shall remain in the custody deposit of the Trustee, on behalf of the Trust, and shall be kept in the Trust except such Great Oak Shares as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except book-entry only securities in accordance with the terms “non- certificated inventory” rules and procedures of this AgreementCDS. Concurrently with The Acquiror shall issue and deliver certificates representing the execution Great Oak Replacement Options to the registered holders of the Corporation Options and delivery hereofthe Great Oak Replacement Warrants to the registered holders of all Corporation Warrants as soon as practicable after the Effective Date, without any further action on the part of the holders thereof; and (b) certificates evidencing Shares, Corporation Options and Corporation Warrants shall cease to represent any claim upon or interest in the Corporation, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (Acquiror or Amalco other than the Clipper Mortgage Loans), including but not limited right of the registered holder to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect receive pursuant to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", terms hereof and the assets so transferred Amalgamation, Great Oak Shares, Great Oak Replacement Options and assigned to be referred to herein Great Oak Replacement Warrants, as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently applicable, in accordance with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement section 2.3 and the Protective Transfer Amalgamation Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans agrees, for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant Certificates, to this Agreement. It is review or cause the express intent Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the parties hereto that the Conveyance definition of the PNC Conveyed Assets to the Trustee "Mortgage File", known by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a debt part of a Mortgage File not to have been executed or other obligation of received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. HoweverThe Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or if substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1% greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for any other reason a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the purchase or repurchase by the Company of a Mortgage Loan pursuant to this Agreement is held or Section 2.02. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to create have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a security interest defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the PNC Conveyed AssetsCertificate Account and, thenupon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. The obligation of the Company to purchase or repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Holders of the REMIC I Regular Interests or the Class R-1 Certificateholders or the Trustee on behalf of the Holders of the REMIC I Regular Interests or the Class R-1 Certificateholders.

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The assets Clearing Agency Participant should in turn make the request of the Trust shall consist Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trust FundAdministrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-12 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trust Administrator shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held honored by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Clearing Agency in accordance with the terms of this Agreement. Concurrently with the execution procedures, and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey subject to the Trusteepriorities and limitations, described in trust this Section 4.07. The exact procedures to be followed by the Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the benefit Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Holders of REMIC I Regular Interests Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class R-1 CertificatesA-12 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, without recourseand notwithstanding anything to the contrary herein, all no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the Companymonth. Any Beneficial Owner of a Class A-12 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's rightaccount. In the event that such account is maintained by a Clearing Agency Indirect Participant, title and interest such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in and turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Fund (other than the Clipper Mortgage Loans), including but Administrator. If such notice of withdrawal of a request for distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Principal Balance of Class A-12 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class A-12 Certificates are rejected by the Company after Trust Administrator for failure to comply with the Cut-Off Date with respect requirements of this Section 4.07, the Trust Administrator shall return such request to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently appropriate Clearing Agency Participant with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed a copy to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed Clearing Agency with an explanation as to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans reason for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.

Certificates. The assets 4.1 Recognizing that the Petro Basin Shares shall be redeemed and re-designated as Petro Basin Class A Shares pursuant to §3.1(b)(i) and that the Petro Basin Class A Shares shall be exchanged partially for New Shares pursuant to §3.1(c), Petro Basin shall not issue replacement share certificates representing the Petro Basin Class A Shares. 4.2 Recognizing that the Distributed Subco Shares shall be transferred to the Petro Basin Shareholders as consideration for the redemption of the Trust Petro Basin Class A Preferred Shares pursuant to §3.1(e), Subco shall consist issue one share certificate representing all of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain Distributed Subco Shares registered in the custody name of the TrusteePetro Basin, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust which share certificate shall be held by the Trustee Depositary until the Distributed Subco Shares are transferred to the Petro Basin Shareholders and invested as provided hereinsuch certificate shall then be cancelled by the Depositary. All assets received and held in To facilitate the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf transfer of the Trust, shall not have Distributed Subco Shares to the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any Petro Basin Shareholders as of the assets Share Distribution Record Date, Petro Basin shall execute and deliver to the Depositary and the Transfer Agent an irrevocable power of attorney, authorizing them to distribute and transfer the Trust Distributed Subco Shares to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except such Petro Basin Shareholders in accordance with the terms of this Agreement. Concurrently with the execution Plan of Arrangement and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey Subco shall deliver a treasury order or such other direction to effect such issuance to the TrusteeTransfer Agent as requested by it. 4.3 Recognizing that all of the Petro Basin Class A Preferred Shares issued to the Petro Basin Shareholders pursuant to §3.1(c) will be redeemed by Petro Basin as consideration for the distribution and transfer of the Distributed Subco Shares under §3.1(e), Petro Basin shall issue one share certificate representing all of the Petro Basin Class A Preferred Shares issued pursuant to §3.1(e) in trust the name of the Depositary, to be held by the Depositary for the benefit of the Holders of REMIC I Regular Interests Petro Basin Shareholders until such Petro Basin Class A Preferred Shares are redeemed, and such certificate shall then be cancelled. 4.4 As soon as practicable after the Class R-1 CertificatesEffective Date, without recourse, all the Company's right, title and interest in and Subco shall cause to be issued to the Trust Fund (other than registered holders of Petro Basin Shares as of the Clipper Mortgage Loans)Share Distribution Record Date, including but not limited share certificates representing the Subco Shares to all scheduled payments which they are entitled pursuant to this Plan of principal Arrangement and interest due shall cause such share certificates to be mailed to such registered holders. 4.5 From and after the Cut-Off Date Effective Date, share certificates representing Petro Basin Shares immediately before the Effective Date, except for those deemed to have been cancelled pursuant to Article 5, shall for all purposes be deemed to be share certificates representing New Shares, and received by the Company no new share certificates shall be issued with respect to the PNC Mortgage Loans at any timeNew Shares issued in connection with the Arrangement. 4.6 Petro Basin Shares traded, if any, after the Share Distribution Record Date and prior to the Effective Date shall represent New Shares, and all Principal Prepayments received by the Company after the Cut-Off Date with respect shall not carry any right to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment receive a portion of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenDistributed Subco Shares.

Certificates. The assets Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Trust shall consist of Certificates to the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, Exchange Agent and shall be kept in the Trust except customary form and have such other provisions as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"Parent may reasonably specify) and (ii) shall deposit into instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate Account for cancellation to the Clipper Mortgage Loan Purchase Amount. Concurrently Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the execution and delivery hereofExchange Agent, the Trustee holder of such Certificate shall (a) execute be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver the Clipper Loan Sale Agreementin exchange thereof as promptly as practicable, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such (A) cash in an amount to payment of the purchase price for the assets conveyed equal to the Trustee under Per Share Cash Amount multiplied by the Clipper Loan Sale Agreement and number of shares of Company Common Stock previously represented by such Certificate, (bB) execute and deliver the Protective Transfer Agreement. The Trustee number of shares of Parent Common Stock (which shall have no duty be in book entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to review or otherwise determine the adequacy receive in respect of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the such Certificate pursuant to Section 2.1(b) (after taking into account all other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued surrendered by such holder pursuant to this Agreement. It is the express intent Section 2.5(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.5(c)(i) and (D) cash in lieu of the parties hereto that the Conveyance fractional shares of the PNC Conveyed Assets Parent Common Stock payable pursuant to the Trustee by the Company as provided in this Section 2.01 be2.3, and the Certificate so surrendered shall forthwith be construed as, an absolute sale cancelled. In the event of the PNC Conveyed Assets. It is, further, a transfer of ownership of Company Common Stock that is not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, registered in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or if otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason this Agreement of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is held not applicable. No interest shall be paid or deemed to create a security interest in the PNC Conveyed Assets, thenaccrue on any cash payable upon surrender of any Certificate.

Certificates. (a) The assets Series A Preferred Stock certificate shall be substantially in the form of Exhibit A, which is hereby incorporated in, and the form and terms thereof expressly made a part of, this Certificate of Incorporation. The Series A Preferred Stock certificate may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). (b) The Series A Preferred Stock shall initially be issued only in the form of one or more fully registered global security certificates ("Global Security Certificates") with the global securities legend set forth in Exhibit A hereto, registered in the name of Cede & Co., the nominee of The Depository Trust Company, which will act as securities depositary (the "Depositary") for the Series A Preferred Stock. The Global Security Certificates will be deposited with the Depositary or its custodian. As long as the Depositary or its nominee is the registered owner of the Trust shall consist Global Security Certificates, the Depositary or that nominee will be considered the sole owner and holder of the Trust Fund. The Trust shall be irrevocable. The assets Global Security Certificates and all of the Trust shall remain in the custody shares of the TrusteeSeries A Preferred Stock represented by those Global Security Certificates for all purposes under the Series A Preferred Stock. Except if the Depositary has notified the Corporation that it is unwilling or unable to continue as Depositary for the Global Security Certificates, on behalf has ceased to be qualified to act or there is a continuing default by the Corporation in respect of its obligations under the Series A Preferred Stock, the Underwriting Agreement, this Certificate of Incorporation or any other principal agreement or instrument executed in connection with the offering of the TrustSeries A Preferred Stock, and shall be kept owners of beneficial interests in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust Global Security Certificates will not be subject entitled to any right, charge, security interest, lien have the Global Security Certificates or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf shares of the TrustSeries A Preferred Stock represented by those certificates registered in their names, shall will not have receive or be entitled to receive physical certificates representing shares of the power Series A Preferred Stock in exchange and will not be considered to be owners or authority to transfer, assign, hypothecate, pledge holders of the Global Security Certificates or otherwise dispose of any of the assets shares of the Trust to Series A Preferred Stock represented by the Global Security Certificates for any Person, except as permitted hereinpurpose under the Series A Preferred Stock. No creditor of a beneficiary All payments on shares of the TrustSeries A Preferred Stock represented by the Global Security Certificates and all related transfers and deliveries of Common Stock will be made to the Depositary or its nominee as their holder. (c) Except with respect to shares of Series A Preferred Stock that nay be represented by physical certificates issued by the Corporation from time to time, procedures for conversion or redemption of the Trustee, shares of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Series A Preferred Stock in accordance with the terms applicable provisions of this AgreementCertificate of Incorporation will be governed by arrangements among the Depositary, its participants and Persons that may hold beneficial interests through its participants designed to permit the settlement without the physical movement of certificates. Concurrently with Payments, transfers, deliveries, exchanges and other matters relating to beneficial interests in Global Security Certificates may be subject to various policies and procedures adopted by the execution Depositary from time to time. (d) If the Corporation issues any physical certificate representing shares of the Series A Preferred Stock from time to time and delivery hereofany such Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Company (i) does hereby irrevocably sellCorporation shall, transferat the expense of the Holder, assignissue, set over in exchange and otherwise convey in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of the Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, satisfactory to the Trustee, in trust for Corporation and the benefit Transfer Agent. The Corporation shall not be required to issue any physical certificates representing shares of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due Series A Preferred Stock on or after the Cut-Off Date and received by the Company any conversion date with respect to such shares of the PNC Mortgage Loans at Series A Preferred Stock. In place of the delivery of a replacement certificate following any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereofconversion date, the Trustee shall (a) execute and deliver the Clipper Loan Sale AgreementTransfer Agent, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts upon delivery of the Trust Fund on behalf evidence and indemnity described above, will deliver the shares of Common Stock pursuant to the terms of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee Series A Preferred Stock evidenced by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thencertificate.

Certificates. The purpose of REMIC I is to hold the REMIC I Trust Fund and provide for the issuance, execution and delivery of the Class R-1 Certificates. The assets of the Trust REMIC I shall consist of the REMIC I Trust Fund. The Trust REMIC I shall be irrevocable. The assets of the Trust REMIC I shall remain in the custody of the Trustee, on behalf of the TrustREMIC I, and shall be kept in the Trust except as otherwise expressly set forth herein. REMIC I. Moneys to the credit of the Trust REMIC I shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust REMIC I will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street U.S. Bank and Trust Company National Association in its own right, or any Person claiming through it. The Trustee, on behalf of the TrustREMIC I, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust REMIC I to any Person, except as permitted herein. No creditor of a beneficiary of the TrustREMIC I, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the TrustREMIC I, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the REMIC I Trust Fund (other than the Clipper Mortgage Loans)Fund, including but not limited to (i) all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund). The Trustee hereby accepts the Trust REMIC I created hereby and accepts delivery of the REMIC I Trust Fund on behalf of the Trust REMIC I and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets REMIC I Trust Fund to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed AssetsREMIC I Trust Fund. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets REMIC I Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are REMIC I Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed AssetsREMIC I Trust Fund, then

Certificates. The assets In the case of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the TrustTrustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-2 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys subject to the credit of the Trust shall priorities and limitations, described in this Section 4.07. The exact procedures to be held followed by the Trustee and invested the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itcase may be. The Trusteedecisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-2 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Ambac or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-2 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on behalf of a form required by the TrustClearing Agency, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust . If such notice of withdrawal of a request for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Principal Balance of Class A-2 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class A-2 Certificates are rejected by the Company after the Cut-Off Date with respect Trustee for failure to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently comply with the execution and delivery hereofrequirements of this Section 4.07, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply return such amount to payment of the purchase price for the assets conveyed request to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed appropriate Clearing Agency Participant with a copy to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets Clearing Agency with an explanation as to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that reason for such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.

Certificates. The assets At the Effective Time: (a) the registered holders of the Trust Braingrid Shares shall consist of the Trust Fund. The Trust shall cease to be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trustholders Braingrid Shares, and shall be kept deemed to be registered holders of Resulting Issuer Shares to which they are entitled in accordance with Section 10 hereof, all certificates evidencing Braingrid Shares shall be null and void, and on or after the Trust except as otherwise expressly set forth herein. Moneys Effective Time of the Amalgamation, subject to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim provisions of any kind in favor of State Street Bank and Trust Company in its own rightescrow requirement, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect toif applicable, the property Resulting Issuer shall provide instructions to the Resulting Issuer Registrar and Transfer Agent to deliver such certificates or other evidence of ownership representing the Trust, except number of Resulting Issuer Shares to which they are so entitled and/or register the holders thereof in book-entry only format in CDS' name in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company following: (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey holders of Xxxxxxxxx Xxxxxx immediately prior to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund Amalgamation (other than holders of Braingrid Shares that are U.S. Persons) will be issued physical certificates or DRS Advices representing Resulting Issuer Shares exchanged therefor; and (ii) holders of Xxxxxxxxx Xxxxxx immediately prior to the Clipper Mortgage Loans)Amalgamation that are U.S. Persons will be issued physical certificates representing the Resulting Issuer Shares exchanged therefor, including but not limited to all scheduled payments of principal and interest due after each bearing the Cut-Off Date and received by the Company appropriate legend with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received United States securities laws matters as agreed by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and parties. (b) execute the registered holders of Braingrid Summer Warrants, Braingrid Winter Warrants, Braingrid Consultant Warrants, Braingrid Summer Broker Warrants, Braingrid Winter Broker Warrants and deliver the Protective Transfer Agreement. The Trustee Braingrid Options, shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property registered holders of the CompanyResulting Issuer Summer Warrants, Resulting Issuer Winter Warrants, Resulting Issuer Legacy Warrants, Resulting Issuer Summer Broker Warrants, Resulting Issuer Winter Broker Warrants and Resulting Issuer Legacy Options, respectively, to which they are entitled in accordance with Section 10 hereof, all certificates and/or agreements evidencing such securities shall, in accordance with their terms, evidence such securities of the Resulting Issuer and the Resulting Issuer shall deliver notice to the holders of such options of the foregoing or deliver amended certificates or agreements evidencing such securities of the Resulting Issuer as required; and (c) notwithstanding the foregoing, all certificates representing Braingrid Shares held by persons who have validly exercised their dissent rights in connection at the shareholder meeting of Braingrid held to approve the Amalgamation, if for any other reason this Agreement is held or deemed applicable, shall represent only the right to create a security interest receive fair value of the Braingrid Shares formerly represented by such certificates in accordance with the PNC Conveyed Assets, thenCBCA.

Certificates. (a) The assets Depository, the Depositor and the Securities Administrator have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global Certificates, the Securities Administrator and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Securities Administrator shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the TrustCertificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Securities Administrator shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does hereby irrevocably sellAs provided herein, transfer, assign, set over and otherwise convey the REMIC Administrator will make an election to treat the Trustee, in trust for the benefit segregated pool of assets consisting of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the other assets conveyed to Class R Certificates will represent the Trustee sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the Clipper Loan Sale Agreement designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and the Protective Transfer Agreement shall become part designation and Certificate Principal Balance of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery Class R Certificates allocable to Component I of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders Class R Certificates. None of the REMIC I Regular Interests and will be certificated. Uncertificated Initial Class Designation for Type of Pass-Through Uncertificated each REMIC I Interest Interest Rate Principal Balance ------------------------- ------------ ---------------- -------------------- Y-1 Regular Variable(1) $38,684.82 Y-2 Regular Variable(2) $308,276.53 Y-3 Regular Variable(3) $346,805.48 Z-1 Regular Variable(1) $77,330,950.65 Z-2 Regular Variable(2) $616,244,787.28 Z-3 Regular Variable (3) $693,270,558.73 Component I of the Class R-1 R Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenResidual (4) $0

Certificates. (a) DTC, the Depositor and the Certificate Registrar have entered into a Depository Agreement dated as of September 30, 2004 (the "DTC Agreement"). The assets Certificates shall at all times remain registered in the name of DTC or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Certificate Registrar except to a successor to DTC; (ii) ownership and transfers of registration of such Certificates on the books of DTC shall be governed by applicable rules established by DTC; (iii) DTC may collect its usual and customary fees, charges and expenses from its DTC Participants; (iv) the Grantor Trustee shall deal with DTC as representative of the Trust Certificate Owners for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for, and votes of, such representative shall consist not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Paying Agent, the Grantor Trustee and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by DTC with respect to its DTC Participants. All transfers by Certificate Owners of the Trust FundBook-Entry Certificates shall be made in accordance with the procedures established by the DTC Participant or brokerage firm representing such Certificate Owners. Each DTC Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with DTC's normal procedures. (b) If (i)(A) the Depositor advises the Certificate Registrar in writing that DTC is no longer willing or able to properly discharge its responsibilities under the DTC Agreement and (B) the Certificate Registrar or the Depositor is unable to locate a qualified successor within 30 days thereafter or (ii) the Depositor at its option advises the Certificate Registrar in writing that it elects to terminate the book-entry system through DTC, the Certificate Registrar shall request that DTC notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Certificates by DTC, accompanied by registration instructions from DTC for registration, the Grantor Trustee shall issue and sign, and the Certificate Registrar shall countersign, the definitive Certificates. Neither of the Depositor, the Paying Agent, the Certificate Registrar nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Certificates shall have the following designation and initial principal amount: Designation Initial Principal Amount ---------------------------------------------------------------------- A-1B $78,000,000.00 The Certificates shall have the Pass-Through Rate as defined herein. (d) With respect to each Distribution Date, the Certificates shall accrue interest during the related Interest Accrual Period. Interest on the Certificates shall be calculated on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon the Pass-Through Rate set forth above and the Current Principal Amount of the Certificates applicable to such Distribution Date. (e) The Certificates shall be substantially in the form set forth in Exhibit A. On original issuance, the Grantor Trustee shall sign the Certificates, and the Certificate Registrar shall countersign the Certificates, and the Grantor Trustee shall deliver the Certificates at the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign, and the Certificate Registrar may countersign, temporary Certificates that are printed, lithographed or typewritten, in authorized denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Certificate Registrar, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign, and the Certificate Registrar shall countersign, and the Grantor Trustee shall deliver in exchange therefor, a like aggregate principal amount, in authorized denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (f) The Book-Entry Certificates will be registered as a single Certificate held by a nominee of DTC or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of DTC in minimum denominations of $1,000 and increments of $1.00 in excess thereof. On the Closing Date, the Grantor Trustee shall execute the Certificate, and the Certificate Registrar shall countersign the Certificate, in the entire Current Principal Amount of the Certificates. The Trust Grantor Trustee shall be irrevocable. The assets of sign, and the Trust Certificate Registrar shall remain in countersign, the custody of the Trustee, Certificates by facsimile or manual signature on behalf of the TrustGrantor Trustee or the Certificate Registrar, as applicable, by one of its authorized signatories, who shall be a Responsible Officer of the Grantor Trustee or the Certificate Registrar, as applicable, or its agent. A Certificate bearing the manual or facsimile signature of an individual who was an authorized signatory of the Grantor Trustee or the Certificate Registrar, as applicable, or its agent at the time of issuance shall bind the Grantor Trustee or the Certificate Registrar, as applicable, notwithstanding that such individual has ceased to hold such position prior to the delivery of such Certificate. (g) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the manually executed countersignature of the Certificate Registrar, or its agent, and such countersignature upon any Certificate shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"conclusive evidence, and the assets so transferred only evidence, that such Certificate has been duly executed and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amountdelivered hereunder. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 All Certificates issued pursuant to this Agreementon the Closing Date shall be dated the Closing Date. It is All Certificates issued thereafter shall be dated the express intent date of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thentheir countersignature.

Certificates. (a) The assets Depository, the Depositor and the Securities Administrator have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global Certificates, the Securities Administrator and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Securities Administrator shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the TrustCertificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Securities Administrator shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does hereby irrevocably sellAs provided herein, transfer, assign, set over and otherwise convey the REMIC Administrator will make an election to treat the Trustee, in trust for the benefit segregated pool of assets consisting of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the other assets conveyed to Class R Certificates will represent the Trustee sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the Clipper Loan Sale Agreement designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I and the Protective Transfer Agreement shall become part designation and Certificate Principal Balance of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery Class R Certificates allocable to Component I of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders Class R Certificates. None of the REMIC I Regular Interests and will be certificated. Uncertificated Initial Class Designation for Type of Pass-Through Uncertificated each REMIC I Interest Interest Rate Principal Balance _____________________________________________________________________________ II-A Regular Variable(1) $471,282,000.00 II-B-1 Regular Variable(1) $13,755,000.00 II-B-2 Regular Variable(1) $8,153,000.00 II-B-3 Regular Variable(1) $4,840,000.00 II-B-4 Regular Variable(1) $4,840,000.00 II-B-5 Regular Variable(1) $4,075,000.00 II-B-6 Regular Variable(1) $2,549,315.00 Component I of the Class R-1 R Certificates issued pursuant Residual (2) $0.00 _______________________ (1) Each REMIC I Regular Interest will bear interest at a variable rate equal to this Agreement. It is the express intent weighted average of the parties hereto that the Conveyance Net Rates of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenGroup II Mortgage Loans.

Certificates. (a) The assets Depository, the Depositor and the Securities Administrator have entered into a Depository Agreement dated as of the Trust Closing Date (the “Depository Agreement”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Securities Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global Certificates, the Securities Administrator and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Securities Administrator shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause the exchange of the TrustCertificate Owner’s interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Securities Administrator shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, theninstructions.

Certificates. The assets At the time of the Trust Amalgamation: (a) the registered holders of Kick Common Shares shall consist cease to be holders of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the TrusteeKick Common Shares, on behalf of the Trustrespectively, and shall be kept deemed to be registered holders of the Resulting Issuer Common Shares to which they are entitled in accordance with Section 2.7 hereof, all certificates evidencing Kick Common Shares, if any, shall be null and void and, on or after the Effective Time, subject to Section 2.10 hereof, the Resulting Issuer shall provide instructions to the Resulting Issuer Registrar and Transfer Agent to deliver such certificates or other evidence of ownership representing the number of Resulting Issuer Common Shares to which they are so entitled and/or register the holders thereof in book-entry only format in CDS’ name (or in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose name of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except its nominees) in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company following: (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey holders of Kick Common Shares immediately prior to the TrusteeAmalgamation that are not in the United States, in trust for are not U.S. Persons or non-residents of Canada, will have the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and Resulting Issuer Common Shares they are entitled to receive pursuant to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the CutAmalgamation registered in book-Off Date and received by the Company entry only with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and CDS; and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment holders of the purchase price for the assets conveyed Kick Common Shares immediately prior to the Trustee under Amalgamation that are in the Clipper Loan Sale Agreement and United States, are U.S. Persons or reside outside of Canada will be issued a physical certificate representing the Resulting Issuer Common Shares they are entitled to receive pursuant to the Amalgamation. (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy registered holders of the Clipper Loan Sale Agreement Kick Options and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement Kick Warrants shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property registered holders of the CompanyResulting Issuer Options and Resulting Issuer Warrants to which they are entitled in accordance with Section 2.7 hereof, or if for any other reason this Agreement is all certificates and/or agreements evidencing such securities shall, in accordance with their terms, evidence such securities of the Resulting Issuer and the Resulting Issuer shall deliver notice to the holders of the completion of the Amalgamation; and (c) notwithstanding the foregoing, all certificates representing Kick Common Shares held or deemed by persons who have validly exercised their Dissent Rights in connection with the Kick Shareholders’ Approval shall represent only the right to create a security interest receive fair value of the Kick Common Shares formerly represented by such certificates in the PNC Conveyed Assets, thenaccordance with applicable law.

Certificates. The assets Membership Units shall be represented by a certificate or certificates, setting forth upon the face thereof that the Company is a limited liability company formed under the laws of the Trust shall consist State of Delaware, the name of the Trust FundMember to which it is issued and the number of Membership Units which such certificate represents. The Trust Such certificates shall be irrevocable. The assets entered in the books of the Trust shall remain in the custody of the Trustee, on behalf of the TrustCompany as they are issued, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held signed by the Trustee and invested as provided herein. All assets received and held in Chairman or the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or Chief Executive Officer of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies and may be sealed with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's rightseal or a facsimile thereof. Upon any Transfer permitted under this Agreement, title and interest in and the transferring Member shall surrender to the Trust Fund Company and the Company shall issue to the transferring Member certificates representing the remaining Membership Units held by such transferring Member after taking into account such Transfer. All certificates representing Membership Units (other than unless registered under the Clipper Mortgage LoansSecurities Act of 1933, as amended (the "Securities Act")), including but not limited to all scheduled payments of principal and interest due after shall bear the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any timefollowing legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans AS AMENDED (such transfer and assignment by the Company to be referred to herein as the THE "ConveyanceSECURITIES ACT"), and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) and UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (iiII) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereofEXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenA COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Certificates. (a) The assets Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in relying on, such instructions. (i) [RESERVED]. (ii) REMIC I will be evidenced by (x) the Trust except REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as otherwise expressly set forth herein. Moneys to the credit of "regular interests" in REMIC I and (y) the Trust Class R-I Certificates, which is hereby designated as the single "residual interest" in REMIC I. Principal shall be held by the Trustee payable to, and invested as provided herein. All assets received shortfalls, losses and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect prepayments are allocable to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution REMIC I Regular Interests as such amounts are payable and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey allocable to the Trustee, in trust for the benefit of the Holders of Corresponding Certificates. The REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all R-I Certificates will have the Company's right, title following designations and interest in and to pass-through rates: REMIC I Initial Balance Pass-Through Rate Interest LTI-IA1 $75,000,000.00 (1) LTI-IA2 $237,500,000.00 (1) LTI-IA3 $90,000,000.00 (1) LTI-IA4 $165,500,000.00 (1) LTI-IA5 $230,500,000.00 (1) LTI-IA6 $66,000,000.00 (1) LTI-IA7 $111,917,600.00 (1) LTI-IB1 $10,536,900.00 (1) LTI-IB2 $8,028,100.00 (1) LTI-IB3 $3,512,300.00 (1) LTI-IB4 $2,007,000.00 (1) LTI-IB5 $1,505,300.00 (1) LTI-IB6 $1,505,269.00 (1) R-I $50.00 (1) ------------------------------------ (1) The weighted average of the Trust Fund (other than Net Rates of the Clipper Group 1 Mortgage Loans. REMIC II will be evidenced by (x) the REMIC II Regular Interests (designated below), including but not limited to all scheduled payments of principal which will be uncertificated and interest due after the Cutnon-Off Date transferable and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein are hereby designated as the "Conveyanceregular interests" in REMIC II and (y) the Class R-II Certificates, which is hereby designated as the single "residual interest" in REMIC II. Principal shall be payable to, and the assets so transferred shortfalls, losses and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereofprepayments are allocable to, the Trustee shall (a) execute REMIC II Regular Interests as such amounts are payable and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed allocable to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer AgreementCorresponding Certificates. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I II Regular Interests and the Class R-1 R-II Certificates issued pursuant to this Agreement. It is will have the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, following designations and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenpass-through rates: REMIC II Initial Balance Pass-Through Rate Interest LTII-IIA1 $300,000,000.00 (1) LTII-IIA2 $25,893,300.00 (1) LTII-IIA3 $7,203,900.00 (1)

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans)Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund). The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a pledge of security interest in the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans agrees, for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant Certificates, to this Agreement. It is review or cause the express intent Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the parties hereto that the Conveyance definition of the PNC Conveyed Assets to the Trustee "Mortgage File", known by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure be required) pursuant to the third paragraph of Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a debt part of a Mortgage File not to have been executed or other obligation of received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. HoweverThe Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property judgment of the Company, or if for any reasonably imminent. If such defect would cause the Mortgage Loan to be other reason this Agreement is held or deemed to create than a security interest "qualified mortgage" (as defined in the PNC Conveyed AssetsCode), thenthen notwithstanding the previous sentence, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Cut- Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. (a) Each Bridge Noteholder will be entitled without charge to one Certificate for the aggregate amount of Notes registered in its name. (b) Each Certificate shall bear a denoting number and shall be executed by the Issuer or Issuer 2 (as applicable). The assets Certificates are not required to be authenticated by the Trustee or any other Person, provided that promptly following the execution of any Certificate, the Issuer or Issuer 2 (as applicable) shall notify the Trustee and provide a copy of such duly executed Certificate to the Trustee. (c) Each Certificate shall be in the form or substantially in the form set out in Schedule 6 (Form of Certificate). (d) The Issuer or Issuer 2 (as applicable) shall not be bound to register more than two persons as the joint holders of any Notes and shall not be bound to issue more than one Certificate for Notes held jointly by several persons. Delivery of a Certificate to one of such persons shall be sufficient delivery to all. (e) Where a Bridge Noteholder transfers part (but not all) of its Notes represented by a Certificate, the old Certificate shall be cancelled and a new Certificate for the balance of such Notes shall be issued without charge. (f) Where part (but not all) of the Trust shall consist Notes represented by a Certificate are repaid, redeemed or repurchased, subject to the terms hereof, the Trustee and Issuer or Issuer 2 (as applicable) will note by pool factor decrease on the Register the principal amount of the Trust Fund. The Trust Notes so redeemed with respect to each Bridge Noteholder. (g) Any signatures required on any Certificate may be affixed by means of electronic or mechanical signature. (h) If any Notes of a Bridge Noteholder are to be repaid, redeemed or repurchased in full such Bridge Noteholder shall be irrevocable. The assets of the Trust shall remain in the custody of deliver up to the Trustee, on behalf or prior to the date falling two Business Days prior to the proposed date of such repayment, redemption or repurchase (or such later date as the Trustee may in its sole discretion agree): (i) the Certificate in respect of the TrustNotes to be subject to such repayment, and shall be kept redemption or repurchase; and/or (ii) in the Trust except case of a lost, defaced or destroyed Certificate, such indemnity and other documentation as otherwise expressly set forth herein. Moneys the Issuer or Issuer 2 (as applicable) may reasonably require under paragraph (j) below. (i) If any Certificate or other documentation delivered pursuant to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust paragraph (h) above includes any Notes which will not be subject repaid, redeemed or repurchased in full, the Issuer or Issuer 2 (as applicable) shall issue at the request of the applicable Bridge Noteholder a new Certificate for the balance of the Notes which will remain outstanding following such repayment, redemption or repurchase, free of charge and shall provide a copy of such new Certificate to the Trustee. (j) If the Certificate for any rightNote is lost, chargedefaced or destroyed, security interestthe Issuer or Issuer 2 (as applicable) shall, lien or claim promptly upon payment by the applicable Bridge Noteholder of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf reasonable out-of-pocket expenses of the TrustIssuer, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any replace such Certificate on such terms of the assets of the Trust to any PersonDirectors may reasonable determine, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company provided that: (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund Issuer or Issuer 2 (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and as applicable) has received any evidence or indemnity reasonably requested by the Company Issuer or Issuer 2 (as applicable) in connection with respect to the PNC Mortgage Loans at any timesuch loss, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and defacement or destruction; and (ii) shall deposit into in the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereofcase of a defacement, the Trustee shall defaced Certificate has been delivered up to the Issuer or Issuer 2 (aas applicable) execute and deliver prior to the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment issuance of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thennew Certificate.

Certificates. The assets As promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of record of a Certificate representing Shares which were converted pursuant to Section 3.1(c), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Shares shall pass, only upon proper delivery of such Certificate (or affidavits of loss in lieu of such Certificates as provided in Section 3.2(f)) to the Exchange Agent, which letter shall be in customary form and have such provisions as are reasonably satisfactory to Parent and the Company) and (B) instructions for effecting the surrender of each such Certificate (or affidavits of loss in lieu of such Certificates as provided in Section 3.2(f)) in exchange for payment of the Trust Per Share Merger Consideration that such holder is entitled to receive pursuant to this Agreement. If any Dissenting Shares cease to be Dissenting Shares pursuant to Section 3.3, Parent shall consist instruct the Exchange Agent promptly after the date on which Parent becomes aware that such Dissenting Shares have ceased to be Dissenting Shares to mail to the holder of record of such Shares the Trust Fund. The Trust shall be irrevocable. The assets letter of the Trust shall remain transmittal and instructions referred to in the custody preceding sentence, with respect to such Shares. Upon surrender of the Trustee, on behalf a Certificate (or affidavits of the Trust, and shall be kept loss in the Trust except lieu of such Certificates as otherwise expressly set forth herein. Moneys provided in Section 3.2(f)) to the credit of the Trust shall Exchange Agent or to such other agent or agents as may be held appointed by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightParent, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently such letter of transmittal, together with such letter of transmittal, duly executed, and such other documents as may be reasonably requested by the execution and delivery hereofExchange Agent, the Company holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (iw) does hereby irrevocably sellthe Per Share Cash Amount, transfer(x) the number of whole Parent Shares (which shall be in non-certificated book entry form, assign, set over and otherwise convey to the Trusteeunless certificated Parent Shares are requested) representing, in trust for the benefit aggregate, the whole number of Parent Shares that such holder has the right to receive pursuant to Section 3.1(c)(i) (after taking into account all Shares then held by such holder), (y) any dividends or other distributions payable pursuant to Section 3.2(b)(i) and (z) cash in lieu of fractional Parent Shares payable pursuant to Section 3.1(e), and the Certificate so surrendered shall forthwith be cancelled. If payment of any portion of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and Per Share Merger Consideration is to the Trust Fund (be made to a Person other than the Clipper Mortgage LoansPerson in whose name the surrendered Certificate is registered, it shall be a condition of payment of such Per Share Merger Consideration that (1) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, as determined by the Exchange Agent and as set forth in the letter of transmittal and related instructions and (2) the Person requesting such payment shall have paid to the Exchange Agent in advance any Tax required by reason of the payment of such Per Share Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent or the Surviving Corporation that such Tax either has been paid or is not applicable. Subject to Section 3.3, until surrendered as contemplated by this Section 3.2(a)(i), including but not limited to all scheduled payments of principal and interest due each Certificate shall be deemed at any time after the Cut-Off Date and received Effective Time to represent only the right to receive the Per Share Merger Consideration for each Share formerly represented by the Company with respect such Certificate as contemplated by Section 3.1(c)(i), dividends or other distributions payable pursuant to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets"Section 3.2(b)(i) and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment cash in lieu of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued any fractional shares payable pursuant to this AgreementSection 3.1(e). It is the express intent No interest shall be paid or accrue on any cash payable upon surrender of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenCertificate.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall remain issue the definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the custody related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the TrusteeDepository, on behalf provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the TrustCertificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Current Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Current Principal Balance of the definitive Certificate, (ii) the Trustee shall execute and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current Principal Balance of such Class of Certificates by the amount of the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, theninstructions.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans agrees, for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant Certificates, to this Agreement. It is review or cause the express intent Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the parties hereto that the Conveyance definition of the PNC Conveyed Assets to the Trustee "Mortgage File", known by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a debt part of a Mortgage File not to have been executed or other obligation of received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. HoweverThe Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three- month period commencing on the Closing Date (or within the two- year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property judgment of the Company, or if for any reasonably imminent. If such defect would cause the Mortgage Loan to be other reason this Agreement is held or deemed to create than a security interest "qualified mortgage" (as defined in the PNC Conveyed AssetsCode), thenthen notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans agrees, for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant Certificates, to this Agreement. It is review or cause the express intent Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the parties hereto that the Conveyance definition of the PNC Conveyed Assets to the Trustee "Mortgage File", known by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a debt part of a Mortgage File not to have been executed or other obligation of received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. HoweverThe Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G- 2(f)), either (i) purchase or repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall purchase or repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property judgment of the Company, or if for any reasonably imminent. If such defect would cause the Mortgage Loan to be other reason this Agreement is held or deemed to create than a security interest "qualified mortgage" (as defined in the PNC Conveyed AssetsCode), thenthen notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date.

Certificates. The assets Record Holders of the Trust shall consist of the Trust Fund. The Trust Membership Interests and, where appropriate, Derivative Membership Interests, shall be irrevocable. The assets of the Trust shall remain recorded in the custody Register and ownership of such interests shall be evidenced by a physical certificate. Notwithstanding the Trusteeprior sentence, Common Units held by or through The Depositary Trust Company or its nominee shall not be required to be evidenced by Certificates. Certificates shall be executed on behalf of the TrustCompany by the Chief Executive Officer, President, Chief Financial Officer or any Senior Vice President or Vice President and the Secretary, any Assistant Secretary, or other authorized officer of the Company. The signatures of such officers upon a certificate may, to the extent permitted by law, be facsimiles. In case any officer who has signed or whose signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance. If a Transfer Agent has been appointed for a class of Membership Interests, no Certificate for such class of Membership Interests shall be kept valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that, if the Board of Directors elects to cause the Company to issue Membership Interests of such class in global form, the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust Certificate shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor valid upon receipt of a beneficiary of certificate from the Trust, of Transfer Agent certifying that the Trustee, of the Master Servicer or of the Company shall Membership Interests have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except been duly registered in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation directions of the Company. However, in On or after the event that, notwithstanding date on which Subordinated Units are converted into Common Units pursuant to the intent terms of the partiesSection 5.5, the PNC Conveyed Assets Record Holders of such Subordinated Units shall exchange such Certificates for Certificates evidencing the Common Units into which such Record Holder’s Subordinated Units converted. With respect to any Membership Interests that are held represented by physical certificates, the Board of Directors may determine that such Membership Interests will no longer be represented by physical certificates and may, upon written notice to the holders of such Membership Interests and subject to applicable law, take whatever actions it deems necessary or appropriate to cause such Membership Interests to be the property of the Company, registered in book entry or if for any other reason this Agreement is held global form and may cause such physical certificates to be cancelled or deemed cancelled. The Board of Directors shall have the power and authority to create a security interest in make all such other rules and regulations as it may deem expedient concerning the PNC Conveyed Assetsissue, thentransfer and registration or the replacement of Certificates.

Certificates. The assets At and after the Effective Time until thereafter surrendered for transfer or exchange in the ordinary course, each outstanding certificate which immediately prior thereto represented shares of the Trust shall consist of the Trust Fund. The Trust Company Class A Common Stock, Company Class B Common Stock or Company Class C Capital Stock shall be irrevocable. The assets deemed for all purposes to evidence ownership of and to represent the Trust shall remain in shares of Holdco Class A Common Stock, Holdco Class B Common Stock or Holdco Class C Capital Stock, as applicable, into which the custody shares of the TrusteeCompany Class A Common Stock, on behalf of the Trust, Company Class B Common Stock or Company Class C Capital Stock represented by such certificate have been converted as herein provided and shall be kept in so registered on the Trust except as otherwise expressly set forth hereinbooks and records of Holdco and its transfer agent. Moneys to At and after the credit Effective Time, the shares of the Trust capital stock of Holdco shall be held uncertificated; provided, that, any shares of capital stock of Holdco that are represented by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or outstanding certificates of the Company pursuant to the immediately preceding sentence shall continue to be represented by certificates as provided therein and shall not be uncertificated unless and until a valid certificate representing such shares pursuant to the immediately preceding sentence is delivered to Holdco at its registered office in the State of Delaware, its principal place of business, or an officer or agent of Holdco having custody of books and records of Holdco, at which time such certificate shall be canceled and in lieu of the delivery of a certificate representing the applicable shares of capital stock of Holdco, Holdco shall (i) issue to such holder the applicable uncertificated shares of capital stock of Holdco by registering such shares in Holdco’s books and records as book-entry shares, upon which such shares shall thereafter be uncertificated and (ii) take all action necessary to provide such holder with evidence of the uncertificated book-entry shares, including any action necessary under applicable law in accordance therewith, including in accordance with Sections 151(f) and 202 of the DGCL. If any certificate that prior to the Effective Time represented shares of Company Class A Common Stock, Company Class B Common Stock or Company Class C Capital Stock shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the person or entity claiming such certificate to be lost, stolen or destroyed and the providing of an indemnity by such person or entity to Holdco, in form and substance reasonably satisfactory to Holdco, against any right to obtain possession of, or otherwise exercise legal or equitable remedies claim that may be made against it with respect toto such certificate, Holdco shall issue to such person or entity, in exchange for such lost, stolen or destroyed certificate, uncertificated shares representing the property applicable shares of the TrustHoldco Class A Common Stock, except Holdco Class B Common Stock or Holdco Class C Capital Stock in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, procedures set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, forth in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenpreceding sentence.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans agrees, for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant Certificates, to this Agreement. It is review or cause the express intent Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the parties hereto that the Conveyance definition of the PNC Conveyed Assets to the Trustee "Mortgage File", known by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a debt part of a Mortgage File not to have been executed or other obligation of received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. HoweverThe Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if for the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form from MERS to the Company or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS'r' System in accordance with MERS' rules and procedures. The obligation of the Company to repurchase or substitute any other reason this Agreement is held Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Holders of the REMIC I Regular Interests or deemed to create a security interest in the PNC Conveyed Assets, thenClass R-1 Certificateholders or the Trustee on behalf of the Holders of the REMIC I Regular Interests or the Class R-1 Certificateholders.

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

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenTransfer

Certificates. The assets of the Trust Book-based Notes shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf the following: (a) the Trustees may deal with the Depository as the authorized representative of the Trust, shall not have applicable Beneficial Holders; (b) the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any rights of the assets Beneficial Holders holding their Notes through the book-based system shall be exercised only through the Depository and the rights of such Beneficial Holders shall be limited to those established by applicable law and agreements between the Trust to any PersonDepository and the Participants and between such Participants and such Beneficial Holders, except as permitted herein. No creditor of and must be exercised through a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Participant in accordance with the terms of this Agreement. Concurrently with the execution rules and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit procedures of the Holders Depository; (c) the Depository shall make transfers among the direct Participants of REMIC I Regular Interests the Depository through the book-based system and the Class R-1 Certificatesshall receive and transmit distributions of principal, without recoursepremium (if any), all the Company's right, title and interest in and on the Notes to such direct Participants; (d) the Trust Fund (other than direct Participants of the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company Depository shall have no rights under this Indenture or under or with respect to any of the PNC Mortgage Loans at any time, and all Principal Prepayments received Notes represented by a Global Certificate held on their behalf by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"Depository, and the assets so transferred Depository may be treated by the Trustees and assigned to be referred to herein their agents, employees, officers and directors as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment absolute owner of the purchase price Notes represented by such Global Certificate for all purposes whatsoever; and (e) each definitive certificate originally issued to an “affiliate” of the assets conveyed to the Trustee Issuer (as such term is defined in Rule 144 under the Clipper Loan Sale Agreement and (bU.S. Securities Act) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty or where otherwise required to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company deal with restricted securities, and, except as provided in this Section 2.01 be3.2(c) or Section 3.6(a), and be construed as, an absolute sale certificates issued in exchange for or in substitution of the PNC Conveyed Assets. It isforegoing Notes, further, not the intention of the parties that such Conveyance be deemed will bear a pledge of the PNC Conveyed Assets by the Company legend to the Trustee to secure a debt following effect: “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF YPG FINANCING INC. (THE “ISSUER”) THAT SUCH NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER OR A SUBSIDIARY OF THE ISSUER, (B) IN A TRANSACTION REGISTERED UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (D) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR THE APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) AND (D) ABOVE, A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE TRUSTEES AND THE ISSUER, AND, IF REQUESTED BY THE TRUSTEES OR THE ISSUER, A LEGAL OPINION REASONABLY SATISFACTORY TO THE TRUSTEES AND THE ISSUER, MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY,” MAY BE OBTAINED FROM THE TRUSTEES UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRUSTEES AND THE ISSUER AND, IF REQUESTED BY THE TRUSTEES OR THE ISSUER, A LEGAL OPINION SATISFACTORY TO THE TRUSTEES AND THE ISSUER.” (f) Each Global Certificate (and all Notes issued in exchange therefor or other obligation of substitution thereof) shall bear the Companylegend in substantially the following form: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. However(“CDS”) TO YPG FINANCING INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, in the event thatEXCHANGE, notwithstanding the intent of the partiesOR PAYMENT, the PNC Conveyed Assets are held to be the property of the CompanyAND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed AssetsOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), thenANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. THIS NOTE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CDS OR A NOMINEE OF CDS. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN CDS OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF NOTE AS A WHOLE BY CDS TO A NOMINEE OF CDS OR BY A NOMINEE OF CDS TO CDS OR ANOTHER NOMINEE OF CDS AND/OR THEIR RESPECTIVE SUCCESSORS) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository (including its agents, employees, officers and directors) as absolute owner of the Book-Entry Certificates and for all purposes whatsoever, including, as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (v) the Depository Participants shall have no direct rights or recourse under this Agreement or with respect to any of the Book-Entry Certificates held on their behalf by the Depository, except through the Depository acting on their behalf, and (vi) the Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates are Physical Certificates and the Class B-IO Certificates are Individual Certificates. All transfers by Certificate Owners of interests in such respective Classes of Book-Entry Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer interests in Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence and continuation of an Event of Default, Certificate Owners of Book-Entry Certificates having not less than 51% of the Trust shall remain Fractional Undivided Interests evidenced by any Class of Book-Entry Certificates advise the Trustee and the Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to Certificates of such Class through the Depository (or its successor) is no longer in the custody best interests of the TrusteeCertificate Owners of such Class, on behalf then the Trustee shall request that the Depository notify all Certificate Owners of the Trustoccurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept fully protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, theninstructions.

Certificates. The assets amounts due on each Remittance Date are limited to certain residual amounts remaining after all amounts due to the Holders of the Trust shall consist of the Trust FundPool I, Pool II and Pool III Certificates have been paid on such Remittance Date. The Trust shall Mortgage Loans will be irrevocableserviced by The Money Store Inc. (the "Servicer") pursuant to the Pooling and Servicing Agreement. The assets Pooling and Servicing Agreement permits the Servicer to enter into Subservicing Agreements with certain institutions eligible for appointment as Subservicers for the servicing and administration of certain Mortgage Loans. No appointment of any Subservicer shall release the Trust shall remain Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate is limited in right of payment to certain collections and recoveries relating to the Mortgage Loans and amounts on deposit in the custody of the Trustee, on behalf of the Trust, Certificate Account all as more specifically set forth hereinabove and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee Pooling and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted hereinServicing Agreement. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company Holder shall have any right to obtain possession ofinstitute any proceeding, judicial or otherwise exercise legal or equitable remedies with respect tootherwise, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any timeother remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Holder of any Certificate shall have the right which is absolute and all Principal Prepayments received by unconditional to receive distributions to the Company after extent provided in the Cut-Off Date Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the PNC Mortgage Loans enforcement of any such distribution, and such right shall not be impaired without the consent of such Holder. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier to occur of (such transfer and assignment by i) the Company distribution to the Certificateholders of all amounts required to be referred distributed to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") them thereunder and (ii) at any time when a Qualified Liquidation of the Trust is effected; provided, however, that in no event shall deposit into the Certificate Account Trust continue beyond the Clipper Mortgage Loan Purchase Amount. Concurrently with expiration of 21 years from the execution and delivery hereofdeath of the survivor of the last lineal descendant of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the Startup Date. Written notice of the final distribution to be made with respect to each Class of Certificates shall be given by the Trustee to the Certificateholders of each Class after the Trustee determines that a final distribution is required to be made, specifying (i) the final Remittance Date upon which final distribution on each Class of Certificates will be made upon presentation and surrender of the Certificates of such Class at the office of the Trustee therein designated, (ii) the amount of any such final distribution and (iii) that the Record Date otherwise applicable to such Remittance Date is not applicable. The final distribution on any Certificate shall (a) execute only be made upon presentation of such Certificate to the Trustee. As provided in the Pooling and deliver the Clipper Loan Sale Servicing Agreement, and withdraw from the transfer of this Certificate Account is registrable in the Clipper Mortgage Loan Purchase Amount and apply such amount to payment Register upon surrender of this Certificate for registration of transfer at the office designated as the location of the purchase price for Register duly endorsed by the assets conveyed Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of like Class, tenor and a like aggregate fractional undivided interest in the Trust Fund will be issued to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreementdesignated transferee or transferees. The Trustee shall have no duty is required to review or otherwise determine furnish certain information on each Remittance Date to the adequacy Holder of this Certificate, as more fully described in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, Certificates are exchangeable for new Certificates of the Clipper Loan Sale Agreement and same Class as this Certificate in authorized denominations evidencing the Protective Transfer Agreementsame aggregate Percentage Interest. The Clipper Mortgage Loans and No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fundgovernmental charge payable in connection therewith. The Trustee hereby accepts the Trust created hereby and accepts delivery any agent of the Trust Fund on behalf of Trustee may treat the Trust Person in whose name this Certificate is registered as the owner hereof for all purposes, and acknowledges that it holds neither the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets Trustee or any such agent shall be affected by notice to the Trustee contrary. Unless the certificate of authentication hereon has been executed by the Company as provided in Trustee or an Authenticating Agent, by manual signature, this Section 2.01 be, and Certificate shall not be construed as, an absolute sale of entitled to any benefit under the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance Agreement or be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if valid for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenpurpose.

Certificates. The assets Certificates representing 11.0% Cumulative Convertible Preferred Shares shall include a statement that requires the Company to furnish to any Cumulative Convertible Preferred Shareholder, upon request and without charge, a full statement of (i) any restrictions, limitations, preferences or redemption provisions concerning the 11.0% Cumulative Convertible Preferred Shares and (ii) the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, and other qualifications and terms and conditions of redemption of such 11.0% Cumulative Convertible Preferred Shares and the authority of the Board to set the relative rights and preferences of subsequent series of 11.0% Cumulative Convertible Preferred Shares. Notwithstanding any other provision of the Trust Agreement or the Fifth Amended and Restated Bylaws of the Company (as amended, the “Company Bylaws”) to the contrary, a certificate representing 11.0% Cumulative Convertible Preferred Shares shall consist be validly issued upon the manual signature of any one or more Managing Trustee. Such a certificate need not be countersigned and registered by the Company’s transfer agent and/or registrar. The Managing Trustees, acting individually or collectively, shall execute and deliver certificates representing the 11.0% Cumulative Convertible Preferred Shares substantially in the form attached hereto as Exhibit A and incorporated herein by reference, together with such modifications thereto as such Managing Trustee or Managing Trustees shall approve (notwithstanding any other provision of the Trust Fund. The Trust shall be irrevocable. The assets of Agreement or Company Bylaws but subject to the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly requirements set forth herein. Moneys in this Certificate of Designation), such approval to the credit of the Trust shall be held conclusively, but not exclusively, evidenced by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereofthereof by such Managing Trustee or Managing Trustees. To the extent that this Section 11 is inconsistent with the Company Bylaws, in accordance with Article XIV of the Company Bylaws, the Company (i) does hereby irrevocably sellBylaws, transferincluding Article VII of the Company Bylaws, assign, set over and otherwise convey to the Trustee, in trust shall be deemed amended for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided purposes set forth in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then11.

Certificates. The assets In the case of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the TrustTrustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-8 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys subject to the credit of the Trust shall priorities and limitations, described in this Section 4.07. The exact procedures to be held followed by the Trustee and invested the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itcase may be. The Trusteedecisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-8 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from MBIA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-8 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on behalf of a form required by the TrustClearing Agency, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust . If such notice of withdrawal of a request for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Principal Balance of Class A-8 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class A-8 Certificates are rejected by the Company after the Cut-Off Date with respect Trustee for failure to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently comply with the execution and delivery hereofrequirements of this Section 4.07, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply return such amount to payment of the purchase price for the assets conveyed request to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed appropriate Clearing Agency Participant with a copy to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets Clearing Agency with an explanation as to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that reason for such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Cut- Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenClipper

Certificates. (a) The assets Depository and the Issuing Entity have entered into a Depository Agreement dated as of the Trust Closing Date (the “Depository Agreement”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Certificate Registrar cause such Class to become Global Certificates, the Certificate Registrar and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Certificate Registrar or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Certificate Registrar, as agent of the Trust Depositor, shall remain in request that the custody Depository notify all Certificate Owners of the Trustee, on behalf occurrence of any such event and of the Trustavailability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar, as agent of the Depositor, of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Certificate Registrar shall issue the definitive Certificates. Neither the Depositor nor the Certificate Registrar shall be liable for any delay in delivery of any instructions required under this section and may conclusively rely on, and shall be kept protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in the Trust except as otherwise expressly set forth hereinrelated Class of Certificates. Moneys In order to make such request, such Certificate Owner shall, subject to the credit rules and procedures of the Trust shall be held Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Trustee Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and invested as provided herein. All assets received the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and held in delivery instructions for the Trust will not be subject definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf reduce the related Depository Participant’s account by the aggregate Current Principal Amount of the Trustdefinitive Certificate, (ii) the Certificate Registrar shall not have the power or authority to transferexecute, assignauthenticate and deliver, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution registration and delivery hereofinstructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in such Class of Certificates and (iii) the Company Certificate Registrar shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. (c) (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests, which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the “regular interests” in REMIC I and have the initial principal amounts and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which are hereby designated as representing the Trustee, sole class of “residual interests” in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificates will have the following designations, without recourse, all initial principal amounts and Pass-Through Rates: I-1-Grp $ 26,934.00 (2) Loan Group I-1 I-2-Sub $ 632.63 (1) Loan Group I-2 I-2-Grp $ 12,049.83 (3) Loan Group I-2 ZZZ $ 389,797,227.61 (1) Loan Group I Class R-I $ 50.00 0.00% N/A ________________________ (1) The weighted average of the Company's right, title and interest in and to Net Rates of the Trust Fund (other than the Clipper Group I Mortgage Loans), including but not limited to all scheduled payments weighted on the basis of principal and interest due after the Cut-Off Date and respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (2) The weighted average of the Net Rates of the Group I-1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (3) The weighted average of the Net Rates of the Group I-2 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. Interest shall be payable from amounts received by on the Company with respect to the PNC Group I Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and at the Class R-1 Certificates issued pursuant applicable Pass-Through Rates on the related Uncertificated Principal Balances. Distributions of principal shall be deemed to this Agreement. It is be made from amounts received on the express intent Group I Mortgage Loans to the REMIC I Regular Interests, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the parties hereto aggregate Scheduled Principal Balance of the Group I Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Conveyance Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the PNC Conveyed Assets excess of (x) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans in the related Loan Group over (y) the aggregate Current Principal Amount of the Group I Senior Certificates in the Certificate Group for the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest ZZZ. Realized Losses on the Group I Mortgage Loans shall be applied after all distributions have been made on each Distribution Date, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Scheduled Principal Balance of the Group I Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans in the related Loan Group over (y) the Current Principal Amount of the Group I Senior Certificates in the Certificate Group for the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses on the Group I Mortgage Loans shall be allocated to REMIC I Regular Interest ZZZ. The aggregate amount of any Net Interest Shortfalls and interest portion of Realized Losses related to the Trustee by Group I Mortgage Loans for any Distribution Date shall be allocated to accrued interest payable to the Company as provided in this Section 2.01 beREMIC I Regular Interests, pro rata, based on, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation extent of, one month’s interest at the then applicable respective Pass-Through Rates on the respective Uncertificated Principal Balances of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, theneach such REMIC I Regular Interest.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of any instructions required under this section and may conclusively rely on, and shall be kept protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's Fractional Undivided Interest in the Trust except as otherwise expressly set forth hereinrelated Class of Certificates. Moneys In order to make such request, such Certificate Owner shall, subject to the credit rules and procedures of the Trust shall be held Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and invested as provided herein. All assets received the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and held in delivery instructions for the Trust will not be subject definitive Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf reduce the related Depository Participant's account by the aggregate Current Principal Amount of the Trustdefinitive Certificate, (ii) the Trustee shall not have the power or authority to transferexecute, assignauthenticate and deliver, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution registration and delivery hereofinstructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner's Fractional Undivided Interest in such Class of Certificates and (iii) the Company Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. (c) (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests, which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC I and have the initial principal amounts and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which are hereby designated as representing the Trustee, sole class of "residual interests" in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificate will have the following designations, without recourse, all the Company's right, title initial principal amounts and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the CutPass-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the Through Rates: REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenInterest Initial Principal Amount Pass-Through Rate Related Group I-A $ 1,882.76 (1) Group I I-B $ 28,525.56 (2) Group I II-A $ 1,827.43 (1) Group II II-B $ 27,687.13 (3) Group II III-A $ 427.78 (1) Group III III-B $ 6,480.28

Certificates. Each certificate representing Unregistered Shares owned by a Stockholder shall bear legends substantially as follows: (a) All certificates representing Acquiror Common Stock and Acquiror Series A Preferred Stock shall bear a legend reading substantially as follows: "The assets securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933 and in reliance on the holder's representation that such securities were being acquired for investment and not for resale. No transfer of such securities may be made on the books of the Trust issuer unless accompanied by an opinion of counsel reasonably satisfactory to the issuer, that such transfer may properly be made without registration under the Securities Act of 1933 or that such securities have been so registered under a registration statement which is in effect at the date of such transfer." (b) Certificates delivered under the Escrow Agreements shall consist also bear the following endorsement: "The securities represented by this certificate are also subject to restrictions on transfer and to the rights of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trusteeissuer and issuer's affiliate, to cancel such securities, on behalf of the Trust, terms and shall be kept in the Trust except as otherwise expressly conditions set forth herein. Moneys to in an Agreement and Plan of Merger and Plan of Reorganization dated as of January __, 2000 and an Escrow Agreement, dated as of ___________, 2000, a copy of each of which may be obtained from the credit issuer or from the holder of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted hereinthis certificate. No creditor transfer of a beneficiary such securities will be made on the books of the Trust, issuer unless accompanied by evidence of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance compliance with the terms of this Agreementsuch agreements." These legends shall be the only ones appearing on the certificates. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, The legend in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute shall be removed by Acquiror upon request made on or after the second anniversary of the Effective Time and deliver shall also be removed in connection with the Clipper Loan Sale Agreement, and withdraw resale of shares of Acquiror Common Stock pursuant to the Registration Rights Agreements. Upon release of any such certificates from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the partiesEscrow Agreements, the PNC Conveyed Assets are held to legend set forth in Section 6.10(b) shall be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenremoved.

Certificates. The assets Certificates for the shares purchased pursuant to Sections 1.01 and 1.02 shall be delivered to the Holder within two (2) business days after the rights represented by this Warrant shall have been so exercised (which exercise shall be deemed to occur on the date on which this Warrant, together with a duly executed Subscription Form and full payment of the Trust shall consist Exercise Price, whether in cash or by Net Issue Exercise, are delivered to the Company at its principal offices (the "Date of Exercise")), by the transfer agent of the Company either (i) by crediting the account in the Holder's name held at the Holder's prime broker with the Depository Trust Fund. The Trust shall be irrevocable. The assets Company through its Deposit Withdrawal Agent Commission ("DWAC") system if the Company is then a participant in such system or (ii) if the Company is not then a participant in such system, the Warrant Shares are not issuable without restrictive legend or Holder so elects ,by physical delivery to the address specified by Holder on the Subscription Form, and a new Warrant in the name of the Trust shall remain in Holder representing the custody of the Trusteerights, on behalf of the Trustif any, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, that shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey been exercised prior to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Expiration Date with respect to the PNC Mortgage Loans (this Warrant shall also be delivered to such transfer and assignment by the Company Holder within such time, with such new Warrant to be referred identical in all other respects to herein as this Warrant. The Holder shall for all purposes be deemed to have become the "Conveyance", and holder of record of the assets so transferred and assigned to be referred to herein as Warrant Shares on the "PNC Conveyed Assets") and date this Warrant was exercised (ii) shall deposit into the Certificate Account date the Clipper Mortgage Loan Purchase Amount. Concurrently Holder has fully complied with the execution and delivery hereofrequirements of Section 1.01), the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment irrespective of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy date of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf certificate or certificates representing the Warrant Shares; provided that, if the date such exercise is made is a date when the stock transfer books of the Trust and acknowledges that it holds Company are closed, such person shall be deemed to have become the Mortgage Loans for the benefit holder of record of the Holders Warrant Shares at the close of business on the REMIC I Regular Interests next succeeding date on which the stock transfer books are open. The term "Warrant," as used herein, includes any Warrants into which this Warrant may be divided or combined and any subsequent Warrants issued upon the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt transfer or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, exchange or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenreissuance upon loss hereof.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain As provided in the custody Agreement and subject to certain limitations therein set forth, the transfer of the Trustee, on behalf of the Trust, and shall be kept this Class A-1 Certificate is registrable in the Trust except as otherwise expressly set forth herein. Moneys to Certificate Register upon surrender of this Class A-1 Certificate for registration of transfer at the credit of the Trust shall be held offices or agencies maintained by the Trustee in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and invested as provided herein. All assets received the Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and held thereupon one or more new Class A-1 Certificates of authorized denominations evidencing the same aggregate interest in the Trust will not be issued to the designated transferee. The Class A-1 Certificates are issuable only as registered Class A-1 Certificates without coupons in denominations of $1,000 and integral multiples thereof; provided, however, that one Class A-1 Certificate may be issued in a denomination that represents any residual amount and that such Class A-1 Certificate shall be retained by the Depositor. As provided in the Agreement and subject to certain limitations therein set forth, Class A-1 Certificates are exchangeable for new Class A-1 Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be made for any rightsuch registration of transfer or exchange, charge, security interest, lien but the Trustee may require payment of a sum sufficient to cover any tax or claim of any kind governmental charges payable in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itconnection therewith. The Trustee, on behalf the Certificate Registrar, and any agent of the Trustee or the Certificate Registrar may treat the person in whose name this Class A-1 Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities to the Class A-1 Certificateholders created by the Agreement and the Trust created thereby shall terminate upon the payment to Class A-1 Certificateholders of all amounts required to be paid to them pursuant to the Agreement and the disposition of all property held as part of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any . The holder of the assets Class IC Certificate may at its option cause the Trustee to sell the corpus of the Trust at a price not to any Personbe less than the price specified in the Agreement, except and such sale of the Receivables and other property of the Trust may effect early retirement of the Class A-1 Certificates; however, such right is exercisable only as permitted hereinof a Record Date as of which the Certificate Balance is less than or equal to 10% of the original aggregate principal balance of the Receivables and the Notional Principal Amount has been reduced to zero. No creditor of a beneficiary recourse shall be had for the payment of the Trustprincipal of or interest on this Certificate, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Agreement, against any incorporator, stockholder, officer or director, as such, past, present, or future, of the Trustee, of the Master Depositor or Servicer or of any successor at law or by the Company shall have enforcement of any right assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. Although this Class A-1 Certificate summarizes certain provisions of the Agreement, this Class A-1 Certificate does not purport to obtain possession of, or otherwise exercise legal or equitable remedies summarize the Agreement and reference is made to the Agreement for information with respect toto the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the property rights, duties and obligations of the Trust, except in accordance with Trustee. In the event of any inconsistency or conflict between the terms of this Class A-1 Certificate and the terms of the Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sellterms of the Agreement shall control. By acceptance of this Certificate, transfer, assign, set over the holder agrees to be bound by the foregoing provisions and otherwise convey the terms of the Tax Partnership Agreement included as an annex to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then.

Certificates. The assets amounts due on each Remittance Date are limited to certain residual amounts remaining after all amounts due to the Holders of the Trust shall consist of the Trust FundPool I, Pool II and Pool III Certificates have been paid on such Remittance Date. The Trust shall Mortgage Loans will be irrevocableserviced by The Money Store Inc. (the "Servicer") pursuant to the Pooling and Servicing Agreement. The assets Pooling and Servicing Agreement permits the Servicer to enter into Subservicing Agreements with certain institutions eligible for appointment as Subservicers for the servicing and administration of certain Mortgage Loans. No appointment of any Subservicer shall release the Trust shall remain Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate is limited in right of payment to certain collections and recoveries relating to the Mortgage Loans and amounts on deposit in the custody of the Trustee, on behalf of the Trust, applicable Certificate Account all as more specifically set forth herein and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee Pooling and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted hereinServicing Agreement. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company Holder shall have any right to obtain possession ofinstitute any proceeding, judicial or otherwise exercise legal or equitable remedies with respect tootherwise, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any timeother remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Holder of any Certificate shall have the right which is absolute and all Principal Prepayments received by unconditional to receive distributions to the Company after extent provided in the Cut-Off Date Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the PNC Mortgage Loans enforcement of any such distribution, and such right shall not be impaired without the consent of such Holder. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the earlier to occur of (such transfer and assignment by i) the Company distribution to the Certificateholders of all amounts required to be referred distributed to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") them thereunder and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part at any time when a Qualified Liquidation of the Trust Fundis effected; provided, however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the survivor of the last lineal descendant of Joseph P. Kennedy, the late ambassador of the United States to the Xxxxx xx Xx. Xxxxs, living on the Startup Date. Written notice of the xxxxx distribution to be made with respect to each Class of Certificates shall be given by the applicable Co-Trustee to the Certificateholders of each Class after the applicable Co-Trustee determines that a final distribution is required to be made, specifying (i) the final Remittance Date upon which final distribution on each Class of Certificates will be made upon presentation and surrender of the Certificates of such Class at the office of such Co-Trustee therein designated, (ii) the amount of any such final distribution and (iii) that the Record Date otherwise applicable to such Remittance Date is not applicable. The Trustee hereby accepts final distribution on any Certificate shall only be made upon presentation of such Certificate to the Trust created hereby applicable Co-Trustee. As provided in the Pooling and accepts delivery Servicing Agreement, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the office designated as the location of the Register duly endorsed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of like Class, tenor and a like aggregate fractional undivided interest in the Trust Fund will be issued to the designated transferee or transferees. The applicable Co-Trustee is required to furnish certain information on behalf each Remittance Date to the Holder of this Certificate, as more fully described in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, Certificates are exchangeable for new Certificates of the Trust same Class as this Certificate in authorized denominations evidencing the same aggregate Percentage Interest. No service charge will be made for any such registration of transfer or exchange, but the Registrar or applicable Co-Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The undersigned Co-Trustee and acknowledges that it holds any agent of such Co-Trustee may treat the Mortgage Loans Person in whose name this Certificate is registered as the owner hereof for the benefit of the Holders of the REMIC I Regular Interests all purposes, and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets neither such Co-Trustee nor any such agent shall be affected by notice to the Trustee contrary. Unless the certificate of authentication hereon has been executed by the Company as provided in undersigned Co-Trustee or an Authenticating Agent, by manual signature, this Section 2.01 be, and Certificate shall not be construed as, an absolute sale of entitled to any benefit under the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance Agreement or be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if valid for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenpurpose.

Certificates. (a) The assets Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does [RESERVED]. (ii) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey which is hereby designated as the single "residual interest" in REMIC I. Distributions of principal shall be deemed to be made from each Loan Group to the TrusteeREMIC I Regular Interests in the Related Group (as defined and set forth in the chart below) first, to each REMIC I Regular Interest ending with the designation "SUB," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the Related Group over (y) the Current Principal Amount of the Senior Certificates in the Related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and (A) from remaining funds in the Loan Group 1, sequentially, to (i) REMIC I Regular Interests 1A1, 1A2-1, 1A2-2, 1A3 and 1A4 with the amount to be distributed equal to the amount distributed to the Certificates with the same numerical and alphabetical designation, (ii) REMIC I Regular Interest 2A with the amount to be distributed equal to the amount distributed to the Class II-A Certificates and (iii) REMIC I Regular Interest 1ZZ and (B) from remaining funds in the Loan Group 2, sequentially, to (i) REMIC I Regular Interest 2A with the amount to be distributed equal to the amount distributed to the Class II-A Certificates with the same numerical and alphabetical designation, (ii) REMIC I Regular Interests 1A1, 1A2-1, 1A2-2, 1A3 and 1A4 with the amount to be distributed equal to the amount distributed to the Certificates with the same numerical and alphabetical designation and (iii) REMIC I Regular Interest 2ZZ. Realized Losses shall be applied after all distributions have been made on each Distribution Date first, to each REMIC I Regular Interest ending with the designation "SUB," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group over (y) the Current Principal Amount of the Senior Certificate in the Related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and second, in trust for the benefit of same amount and priority as the Holders of Certificate with the same numerical and alphabetical designation. The REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all R-I Certificates will have the Company's right, title following designations and interest in and to pass-through rates: (1) Group 1 1A1 $ 40,000,000.00 (1) Group 1 1A2-1 $ 50,000,000.00 (1) Group 1 1A2-1 $ 12,000,000.00 (1) Group 1 1A3 $ 88,000,000.00 (1) Group 1 1A4 $ 54,244,000.00 (1) Group 1 1ZZ $ 14,899,391.91 (2) Group 1 (2) Group 2 ------------------------------------ (1) The weighted average of the Trust Fund Net Rates of the Group 1 Mortgage Loans. (2) The weighted average of the Net Rates of the Group 2 Mortgage Loans. (iii) REMIC II will be evidenced by (x) the Certificates (other than the Clipper Class R Certificates) (the "REMIC II Regular Certificates"), which are hereby designated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in Section 5.01(d) and (y) the Class R-II Certificate, which is hereby designated as the single "residual interest" in REMIC II. The Classes of the Certificates shall have the following designations, initial principal amounts and Pass-Through Rates: Designation Initial Principal Amount Pass-Through Rate ----------- ------------------------ ----------------- I-A-1 $40,000,000 (1) I-A-2-1 $50,000,000 (2) I-A-2-2 $12,000,000 (3) I-A-3 $88,000,000 (4) I-A-4 $54,244,000 (5) I-X $0* (6) II-A $50,568,500 (7) R-I $ 50.00 (7) R-II $ 50.00 (7) B-1 $5,474,000 (8) B-2 $3,753,600 (8) B-3 $3,440,800 (8) B-4 $2,815,200 (8) B-5 $1,251,200 (8) B-6 $1,251,244 (8) ------------------------------------ * On any Distribution Date, the Notional Amount of the Class I-X Certificates is equal to the sum of the Notional Amounts of Component I-X-1, Component I-X-2-1, Component I-X-2-2, Component I-X-3 and Component I-X-4. On any Distribution Date, the Notional Amount of Component I-X-1, Component I-X-2-1,Component I-X-2-2, Component I-X-3 and Component I-X-4 is equal to the Current Principal Amount of the Class I-A-1, Class I-A-2-1, Class I-A-2-2, Class I-A-3, and Class I-A-4 Certificates, respectively, immediately preceding that distribution date, which for federal income tax purposes is the economic equivalent of REMIC I Regular Interests 1A1, 1A2-1, 1A2-2, 1A3 and 1A4, respectively immediately preceding that distribution date. (1) On or prior to the distribution date occurring in January 2007, the Class I-A-1 Certificates will bear interest at a rate equal to the lesser of (a) a variable pass-through rate equal to the weighted average of the net rates of the Group 1 Mortgage Loans and (b) 2.78% per annum. After the distribution date occurring in January 2007, the Class I-A-1 Certificates will bear interest at a variable pass-through rate equal to the weighted average of the net rates of the Group 1 Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut. The pass-Off Date and received by the Company through rate with respect to the PNC first interest accrual period is expected to be approximately 2.78% per annum. (2) On or prior to the distribution date occurring in January 2007, the Class I-A-2-1 Certificates will bear interest at a rate equal to the lesser of (a) a variable pass-through rate equal to the weighted average of the net rates of the Group 1 Mortgage Loans and (b) 3.53% per annum. After the distribution date occurring in January 2007, the Class I-A-2-1 Certificates will bear interest at any time, and all Principal Prepayments received by a variable pass-through rate equal to the Company after weighted average of the Cutnet rates of the Group 1 Mortgage Loans. The pass-Off Date through rate with respect to the PNC Mortgage Loans (such transfer and assignment by the Company first interest accrual period is expected to be referred approximately 3.53% per annum. (3) On or prior to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereofdistribution date occurring in January 2007, the Trustee shall Class I-A-2-2 Certificates will bear interest at a rate equal to the lesser of (a) execute and deliver a variable pass-through rate equal to the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment weighted average of the purchase price for net rates of the assets conveyed to the Trustee under the Clipper Loan Sale Agreement Group 1 Mortgage Loans and (b) execute and deliver 3.90% per annum. After the Protective Transfer Agreementdistribution date occurring in January 2007, the Class I-A-2-2 Certificates will bear interest at a variable pass-through rate equal to the weighted average of the net rates of the Group 1 Mortgage Loans. The Trustee shall have no duty pass-through rate with respect to review the first interest accrual period is expected to be approximately 3.90% per annum. (4) On or otherwise determine prior to the adequacy distribution date occurring in January 2007, the Class I-A-3 Certificates will bear interest at a rate equal to the lesser of (a) a variable pass-through rate equal to the weighted average of the Clipper Loan Sale Agreement and net rates of the Protective Transfer Agreement. The Clipper Group 1 Mortgage Loans and (b) 5.70% per annum. After the other assets conveyed distribution date occurring in January 2007, the Class I-A-3 Certificates will bear interest at a variable pass-through rate equal to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part weighted average of the Trust Fundnet rates of the Group 1 Mortgage Loans. The Trustee hereby accepts pass-through rate with respect to the Trust created hereby and accepts delivery first interest accrual period is expected to be approximately 5.70% per annum. (5) On or prior to the distribution date occurring in January 2007, the Class I-A-4 Certificates will bear interest at a rate equal to the lesser of (a) a variable pass-through rate equal to the weighted average of the Trust Fund on behalf net rates of the Trust and acknowledges that it holds the Group 1 Mortgage Loans for and (b) 5.595% per annum. After the benefit distribution date occurring in January 2007, the Class I-A-4 Certificates will bear at a variable pass-through rate equal to the weighted average of the Holders net rates of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this AgreementGroup 1 Mortgage Loans. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets The pass-through rate with respect to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held first interest accrual period is expected to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenapproximately 5.595% per annum.

Certificates. The assets In the case of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the TrustTrustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-4 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys subject to the credit of the Trust shall priorities and limitations, described in this Section 4.07. The exact procedures to be held followed by the Trustee and invested the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itcase may be. The Trusteedecisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-4 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Ambac or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-4 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on behalf of a form required by the TrustClearing Agency, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust . If such notice of withdrawal of a request for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Principal Balance of Class A-4 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class A-4 Certificates are rejected by the Company after the Cut-Off Date with respect Trustee for failure to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently comply with the execution and delivery hereofrequirements of this Section 4.07, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply return such amount to payment of the purchase price for the assets conveyed request to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed appropriate Clearing Agency Participant with a copy to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets Clearing Agency with an explanation as to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that reason for such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans agrees, for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant Certificates, to this Agreement. It is review or cause the express intent Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the parties hereto that the Conveyance definition of the PNC Conveyed Assets to the Trustee "Mortgage File", known by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a debt part of a Mortgage File not to have been executed or other obligation of received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. HoweverThe Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, purchase, repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date. Such Substitute Mortgage Loan shall be an adjustable rate mortgage loan with an initial fixed rate period of approximately five years and adjustments annually or every six months thereafter, as applicable, thereafter based on the applicable Index, mature no later than, and not more than two years earlier than, have a principal balance and Loan-to- Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1% greater than, and a Margin and Rate Ceiling equal to or greater than, the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.02. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.03 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted. The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release to the Company the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if for the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form from MERS to the Company or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERSr System in accordance with MERS' rules and procedures. The obligation of the Company to repurchase or substitute any other reason this Agreement is held Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Holders of the REMIC I Regular Interests or deemed to create a security interest in the PNC Conveyed Assets, thenClass R-1 Certificateholders or the Trustee on behalf of the Holders of the REMIC I Regular Interests or the Class R-1 Certificateholders.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC I and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which is hereby designated as the Trustee, single "residual interest" in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificate will have the following designations, without recourse, all initial balances and pass-through rates: REMIC I Interest Initial Balance Pass-Through Rate Related Group ---------------- --------------- ----------------- ------------- 1A $ (1) Group 1 1B $ (2) Group 1 2A $ (1) Group 2 2B $ (3) Group 2 3A $ (1) Group 3 3B $ (4) Group 3 4A $ (1) Group 4 4B $ (5) Group 4 ZZZ $ (1) N/A Class R-I $ (2) Group 1 ---------------------- (1) The weighted average of the Company's right, title and interest in and to Net Rates of the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments weighted on the basis of principal and interest due after the Cut-Off Date and received by respective Scheduled Principal Balance of each such Mortgage Loan as of the Company with respect to beginning of the PNC Due Period immediately preceding the related Distribution Date. (2) The weighted average of the Net Rates of the Group 1 Mortgage Loans at any timeLoans, and all weighted on the basis of the respective Scheduled Principal Prepayments received by Balance of each such Mortgage Loan as of the Company after beginning of the Cut-Off Date with respect to Due Period immediately preceding the PNC related Distribution Date. (3) The weighted average of the Net Rates of the Group 2 Mortgage Loans Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (4) The weighted average of the Net Rates of the Group 3 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such transfer and assignment by Mortgage Loan as of the Company beginning of the Due Period immediately preceding the related Distribution Date. (5) The weighted average of the Net Rates of the Group 4 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balance of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. Distributions shall be deemed to be referred made to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group over (y) the Current Principal Amount of the Senior Certificates (other than the Interest Only Certificates) in the related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest ZZZ. Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Group over (y) the Current Principal Amount of the Senior Certificates (other than the Interest Only Certificates) in the related Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses shall be allocated to REMIC I Regular Interest ZZZ. (ii) REMIC II will be evidenced by (x) the REMIC II Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC II and have the principal balances and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(ii) and (y) the Class R-II Certificate, which is hereby designated as the single "residual interest" in REMIC II. The REMIC II Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is R-II Certificate will have the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 befollowing designations, initial balances and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenpass-through rates:

Certificates. (a) The assets Depository, the Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of October 7, 2005 (the “Depository Agreement”). The Certificates shall at all times remain registered in the name of the Trust shall consist Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Trust FundDepository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Certificate Owners of the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option and with the Grantor Trustee’s consent advises the Grantor Trustee in writing that it elects to terminate the book-entry system through the Depository, the Grantor Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Grantor Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trustee shall issue the definitive Certificates. Neither the Depositor nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Certificates shall have the following designations and initial Certificate Principal Balance: I-A-1 $ 461,483,000 I-A-2 $ 230,742,000 I-A-3 $ 76,914,000 II-A $ 197,333,000 III-A-1 $ 275,972,000 III-A-2 $ 137,986,000 III-A-3 $ 45,995,000 IV-A $ 556,435,000 V-A $ 500,982,000 I-M-1 $ 28,129,000 I-M-2 $ 12,175,000 I-M-3 $ 4,198,000 I-M-4 $ 11,755,000 I-M-5 $ 4,198,000 I-M-6 $ 4,198,000 M-1 $ 33,340,000 M-2 $ 22,769,000 M-3 $ 8,132,000 M-4 $ 19,516,000 M-5 $ 8,132,000 M-6 $ 8,132,000 (d) With respect to each Payment Date, the Certificates shall accrue interest during the related Accrual Period. (e) The Certificates shall be substantially in the form set forth in Exhibit A. On original issuance, the Grantor Trustee shall sign, countersign and shall deliver them at the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Grantor Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (f) The Book-Entry Certificates will be registered as a single Certificate for each class of Certificates issued under this Agreement and will be held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the Depository. The Trust Certificates will be issued in minimum denominations of (1) in the case of the Certificates, other than the Class II-A Certificates, $100,000 and integral multiples of $1 in excess thereof and (2) in the case of the Class II-A Certificates, $100,000 and integral multiples of $1,000 in excess thereof. On the Closing Date, the Grantor Trustee shall be irrevocableexecute and countersign the Book-Entry Certificate for each clas in the entire Certificate Principal Balance of the Certificates for such class. The assets of Grantor Trustee shall sign the Trust shall remain in the custody of the Trustee, Certificates by facsimile or manual signature and countersign them by manual signature on behalf of the TrustGrantor Trustee by one or more authorized signatories, each of whom shall be Responsible Officers of the Grantor Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Grantor Trustee or its agent at the time of issuance shall bind the Grantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate. (g) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the manually executed countersignature of the Grantor Trustee or its agent, and such countersignature upon any Certificate shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"conclusive evidence, and the assets so transferred only evidence, that such Certificate has been duly executed and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amountdelivered hereunder. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 All Certificates issued pursuant to this Agreementon the Closing Date shall be dated the Closing Date. It is All Certificates issued thereafter shall be dated the express intent date of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thentheir countersignature.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans agrees, for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant Certificates, to this Agreement. It is review or cause the express intent Custodian to review each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the parties hereto that the Conveyance definition of the PNC Conveyed Assets to the Trustee "Mortgage File", known by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure be required) pursuant to the definition of "Mortgage File" and Section 2.01 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a debt part of a Mortgage File not to have been executed or other obligation of received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. HoweverThe Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee's notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a "defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trustee at the Purchase Price but only if the Mortgage Loan is in default or default is, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property judgment of the Company, or if for any reasonably imminent. If such defect would cause the Mortgage Loan to be other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenthan

Certificates. The assets One or more certificates evidencing the Restricted Shares shall be issued by the Company in Director’s name, or at the option of the Trust shall consist Company, in the name of a nominee of the Trust Fund. The Trust Company, pursuant to which Director shall have voting rights and shall be irrevocableentitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The assets Each certificate shall bear the following legend: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE PROSPERITY BANCSHARES, INC. 2012 STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND PROSPERITY BANCSHARES, INC. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF PROSPERITY BANCSHARES, INC. Until the Forfeiture Restrictions have lapsed, (i) Director shall not be entitled to delivery of the Trust stock certificate, (ii) the Company shall remain in the retain custody of the Trustee, on behalf of the Truststock certificate, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will (iii) Director may not be subject to any rightsell, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assignpledge, hypothecateexchange, pledge hypothecate or otherwise dispose of any the shares. A breach by Director of the assets terms and conditions of this Agreement shall cause a forfeiture of the Trust to any Person, except as permitted hereinshares by Director. No creditor of a beneficiary Upon request of the TrustCommittee, Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the TrusteeForfeiture Restrictions without forfeiture, of the Master Servicer or of the Company shall have any right deliver to obtain possession of, or otherwise exercise legal or equitable remedies Director a certificate without legend evidencing the vested Restricted Shares with respect toto which Forfeiture Restrictions have lapsed, the property of the Trust, except in accordance with the terms and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement. Concurrently with the execution and delivery hereof, the Company issuance or delivery of any shares of Stock (iwhether subject to restrictions or unrestricted) does hereby irrevocably sell, transfer, assign, set over and otherwise convey may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the Trustee, in trust for the benefit issuance or delivery of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreementshares. The Trustee Company shall have no duty not be obligated to review issue or otherwise determine deliver any shares of Stock if the adequacy issuance or delivery thereof shall constitute a violation of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part any provision of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery any law or of the Trust Fund on behalf any regulation of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt any governmental authority or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thennational securities exchange.

Certificates. (a) The assets Depository, the Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of January 28, 2005 (the "Depository Agreement"). The Certificates shall at all times remain registered in the name of the Trust shall consist Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Trust FundDepository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Grantor Trustee shall deal with the Depository as representative of such Certificate Owners of the Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Certificate Owners of the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Grantor Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option and with the Grantor Trustee's consent advises the Grantor Trustee in writing that it elects to terminate the book-entry system through the Depository, the Grantor Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Grantor Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Grantor Trustee shall issue the definitive Certificates. Neither the Depositor nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Certificates shall have the following designations and initial principal amount or notional amount: Designation Initial Principal or Notional Amount ----------- ------------------------------------ M-1 $78,125,000 M-2 $55,625,000 M-3 $28,750,000 M-4 $15,625,000 M-5 $15,625,000 M-6 $12,500,000 B $9,375,000 A-IO $1,250,000,000* *notional amount (d) With respect to each Payment Date, the Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Payment Date and the Certificates, interest shall be calculated, on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon the respective Certificate Interest Rate and the Current Principal Amount or Current Notional Amount of the Certificates applicable to such Payment Date (before giving effect to any payments on the Certificates on such date). (e) The Certificates shall be substantially in the form set forth in Exhibit A. On original issuance, the Grantor Trustee shall sign, countersign and shall deliver them at the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Grantor Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (f) The Book-Entry Certificates will be registered as a single Certificate for each class of Certificates issued under this Agreement and will be held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $25,000 and increments of $1.00 in excess thereof. On the Closing Date, the Grantor Trustee shall execute and countersign the Certificate in the entire Current Principal Amount or Current Notional Amount of the Certificates. The Trust Grantor Trustee shall be irrevocable. The assets of sign the Trust shall remain in the custody of the Trustee, Certificates by facsimile or manual signature and countersign them by manual signature on behalf of the TrustGrantor Trustee by one or more authorized signatories, each of whom shall be Responsible Officers of the Grantor Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Grantor Trustee or its agent at the time of issuance shall bind the Grantor Trustee, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate. (g) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the manually executed countersignature of the Grantor Trustee or its agent, and such countersignature upon any Certificate shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"conclusive evidence, and the assets so transferred only evidence, that such Certificate has been duly executed and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amountdelivered hereunder. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 All Certificates issued pursuant to this Agreementon the Closing Date shall be dated the Closing Date. It is All Certificates issued thereafter shall be dated the express intent date of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thentheir countersignature.

Certificates. (a) The Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of October 17, 2001 (the "Depository Agreement"). Except for the Residual Certificates, the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository for all purposes (including the making of a distribution) as representative of such Certificate Owners of the respective Class of Certificates, and including for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue such definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) REMIC I will be evidenced by (x) the Class 1-a, Class 2-a, Class 1-b, Class 2-b and Class Q Certificates (the "REMIC I Regular Certificates"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC I and (y) the Class R-1 Certificate, which is hereby designated as the single "residual interest" in REMIC I. The assets of REMIC I are, for federal income tax purposes, the Trust shall consist assets of the Trust Fund. The Trust Distributions shall be irrevocable. The assets made first, so as to keep the Class 1-a and Class 2-a Certificates equal to 0.1% of the Trust shall remain Pool 1 Balance AND 0.1% of the Pool 2 Balance, respectively; second, to the Class 1-b and Class 2-b Certificates, so that their principal balances are equal to 0.1% of the excess of the Pool 1 Balance over the principal balance of the Class A-1 Certificates AND 0.1% of the excess of the Pool 2 Balance over the principal balance of the Class A-2 Certificates, respectively (except that if any such excess is a larger number than in the custody preceding distribution period, the least amount of the Trustee, on behalf of the Trust, and principal shall be kept in the Trust except as otherwise expressly set forth herein. Moneys distributed to the credit of Class 1-b and Class 2-b Certificates such that the Trust Subordinate Balance Ratio is maintained); and third, any remaining principal to the Class Q Certificates. Realized Losses shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey applied to the Trustee, in trust for the benefit outstanding balance of the Holders each class of REMIC I Regular Interests and Certificates, after all distributions have been made on each Distribution Date first, so as to keep the Class R-1 1-a and Class 2-a Certificates equal to 0.1% of the Pool 1 Balance AND 0.1% of the Pool 2 Balance, respectively; second, to the Class 1-b and Class 2-b Certificates, without recourseso that their principal balances are equal to 0.1% of the excess of the Pool 1 Balance over the principal balance of the Class A-1 Certificates AND 0.1% of the excess of the Pool 2 Balance over the principal balance of the Class A-2 Certificates, all respectively (except that if any such excess is a larger number than in the Company's rightpreceding distribution period, title and interest in and the least amount of principal shall be allocated to the Trust Fund (other than Class 1-b and Class 2-b Certificates such that the Clipper Mortgage LoansSubordinate Balance Ratio is maintained); and third, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect remaining Realized Losses shall be allocated to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer AgreementClass Q Certificate. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests Certificates and the Class R-1 Certificates will have the following designations and pass-through rates: REMIC I PASS- CERTIFICATES INITIAL BALANCE THROUGH RATE ------------ ----------------- ------------- 1-a $ 67,065.25 (1) 2-a $ 15,137.66 (2) 1-b $ 2,347.35 (3) 2-b $ 529,863.00 (3) Q $ 81,588,500.84 (3) R-1 $ 0.00 0% (1) For any Distribution Date, the weighted average Net Rate of the Group 1 Mortgage Loans as of the close of business on the last day of the Due Period immediately preceding the Due Period related to such Distribution Date. (2) For any Distribution Date, the weighted average Net Rate of the Group 2 Mortgage Loans as of the close of business on the last day of the Due Period immediately preceding the Due Period related to such Distribution Date. (3) For any Distribution Date, the weighted average Net Rate of all of the Mortgage Loans as of the close of business on the last day of the Due Period immediately preceding the Due Period related to such Distribution Date. (d) REMIC II will be evidenced by the Class A-1, A-2, B-1, B-2, B-3, B-4, B-5 and B-6 Certificates (which axx xxxxxx xxxxxxxxxx xx xxx "REMIC II Regular Certificates") and the Class R-2 Certificate (which is hereby designated as the sole residual interest in REMIC II). The assets of REMIC II are, for federal income tax purposes, the REMIC I Regular Certificates. REMIC II PASS- CERTIFICATES INITIAL BALANCE THROUGH RATE ------------ --------------- ------------ A-1 $ 64,717,900.00 (1) A-2 $ 14,607,800.00 (2) B-1 $ 822,000.00 (3) B-2 $ 822,000.00 (3) B-3 $ 616,500.00 (3) B-4 $ 205,500.00 (3) B-5 $ 164,400.00 (3) B-6 $ 246,813.00 (3) R-2 $ 0.00 0% (1) For any Distribution Date, the weighted average of the Net Rates of the Group 1 Mortgage Loans as of the close of business on the last day of the Due Period immediately preceding the Due Period related to such Distribution Date, less the Certificate Insurer Rate. (2) For any Distribution Date, the weighted average of the Net Rates of the Group 2 Mortgage Loans as of the close of business on the last day of the Due Period immediately preceding the Due Period related to such Distribution Date, less the Certificate Insurer Rate. (3) For any Distribution Date, an amount equal to the weighted average of the pass-through rates of the Class 1-b and the Class 2-b Certificates on such Distribution Date, PROVIDED, HOWEVER, that (i) the pass-through rate of the Class 1-b Certificates shall be subject to both a cap and a floor equal to the weighted average of the Net Rates of the Group 1 Mortgage Loans as of the close of business on the last day of the Due Period immediately preceding the Due Period related to such Distribution Date and (ii) the pass-through rate of the Class 2-b Certificates shall be subject to both a cap and a floor equal to the weighted average of the Net Rates of the Group 2 Mortgage Loans as of the close of business on the last day of the Due Period immediately preceding the Due Period related to such Distribution Date. (e) With respect to each Distribution Date, each Class of Certificates (other than the Residual Certificates) shall accrue interest during the related Interest Accrual Period. With respect to each Distribution Date and each such Class of Certificates, interest shall be calculated, on the basis of a 360-day year comprised of twelve 30-day months, based upon the respective Pass-Through Rate determined as provided above, and the Current Principal Amount of such Class applicable to such Distribution Date. (f) The Certificates shall be substantially in the forms set forth in Exhibit A. On original issuance, the Trustee shall sign, countersign and shall deliver them at the direction of the Seller. Pending the preparation of definitive Certificates of any Class, the Trustee may sign and countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations for Certificates of such Class, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Seller will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in authorized denominations for such Class, of definitive Certificates of the same Class. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (g) Each Class of Book-Entry Certificates will be registered as a single Certificate of such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $25,000 and increments of $1.00 in excess thereof, except that one Certificate of each such Class may be issued in a different amount so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall execute and countersign Physical Certificates all in an aggregate principal amount that shall equal the Current Principal Amount of such Class on the Closing Date. The Private Certificates (other than the Residual Certificates) will be issued in certificated fully-registered form in minimum denominations of $50,000 and increments of $1.00 in excess thereof, except that one Certificate of each such Class may be issued in a different amount so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. The Residual Certificates shall each be issued as a single certificate in certificated fully-registered form with no principal balance. Each Class of Global Certificates, if any, shall be issued in fully registered form in minimum dollar denominations of $50,000 and integral multiples of $1.00 in excess thereof, except that one Certificate of each Class may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall execute and countersign (i) in the case of each Class of Offered Certificates, the Certificate in the entire Current Principal Amount of the respective Class and (ii) in the case of each Class of Private Certificates, all in an aggregate principal amount that shall equal the Current Principal Amount of each such respective Class on the Closing Date. The Certificates referred to in clause (i) and, if at any time there are to be Global Certificates, the Global Certificates, shall be delivered by the Seller to the Depository or pursuant to this Agreement. It is the express intent Depository's instructions, shall be delivered by the Seller on behalf of the parties hereto that Depository to and deposited with the Conveyance DTC Custodian. The Trustee shall sign the Certificates by facsimile or manual signature and countersign them by manual signature on behalf of the PNC Conveyed Assets to the Trustee by one or more authorized signatories, each of whom shall be a Responsible Officer of the Company Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Trustee or its agent at the time of issuance shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate. (h) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the manually executed countersignature of the Trustee or its agent, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All Certificates issued thereafter shall be dated the date of their countersignature. (i) The Closing Date is hereby designated as provided the "startup" day of each REMIC within the meaning of Section 860G(a)(9) of the Code. (j) For federal income tax purposes, each REMIC shall have a tax year that is a calendar year and shall report income on an accrual basis. (k) The Trustee shall cause each REMIC to elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of any Trust established hereby shall be resolved in a manner that preserves the validity of such elections. (l) The "latest possible maturity date" (for purposes of Treasury Regulation Section 2.01 be, and be construed as, an absolute sale 1.860G-1) for each of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, regular interests in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to REMIC I and REMIC II shall be the property of the CompanyAssumed Final Distribution Date. (m) The Class R-1 and Class R-2 Certificates shall each be entitled to all distributions from their respective REMICs, or if any, that are not otherwise provided for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenherein.

Certificates. (a) The assets Depository, the Depositor and the Securities Administrator have entered into a Depository Agreement dated as of the Trust Closing Date (the “Depository Agreement”). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Certificate Registrar cause such Class to become Global Certificates, the Certificate Registrar and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Certificate Registrar or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Certificate Registrar, as agent of the Trust Depositor, shall remain in request that the custody Depository notify all Certificate Owners of the Trustee, on behalf occurrence of any such event and of the Trustavailability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar, as agent of the Depositor, of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Certificate Registrar shall issue the definitive Certificates. Neither the Depositor nor the Certificate Registrar shall be liable for any delay in delivery of any instructions required under this section and may conclusively rely on, and shall be kept protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in the Trust except as otherwise expressly set forth hereinrelated Class of Certificates. Moneys In order to make such request, such Certificate Owner shall, subject to the credit rules and procedures of the Trust shall be held Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Trustee Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and invested as provided herein. All assets received the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and held in delivery instructions for the Trust will not be subject definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf reduce the related Depository Participant’s account by the aggregate Current Principal Amount of the Trustdefinitive Certificate, (ii) the Certificate Registrar shall not have the power or authority to transferexecute, assignauthenticate and deliver, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution registration and delivery hereofinstructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner’s Fractional Undivided Interest in such Class of Certificates and (iii) the Company Certificate Registrar shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. (c) (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests, which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the “regular interests” in REMIC I and have the initial principal amounts and (other than REMIC I Regular Interest R-II) accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which are hereby designated as representing the Trustee, sole class of “residual interests” in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificate will have the following designations, without recourse, all initial principal amounts and Pass-Through Rates: I-Sub $ 202.45 (1) Loan Group I I-Grp $ 3,819.75 (2) Loan Group I II-Sub $ 595.00 (1) Loan Group II II-Grp $ 11,225.90 (3) Loan Group II III-Sub $ 425.96 (1) Loan Group III III-Grp $ 8,036.86 (4) Loan Group III IV-Sub $ 562.78 (1) Loan Group IV IV-Grp $ 10,618.18 (5) Loan Group IV V-Sub $ 747.20 (1) Loan Group V V-Grp $ 14,097.50 (6) Loan Group V R-II $ 50.00 0.00% N/A ZZZ $ 477,931,685.68 (1) Loan Group I through Loan Group V Class R-I $ 50.00 0.00% N/A (1) The weighted average of the Company's right, title and interest in and to Net Rates of the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments weighted on the basis of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all respective Scheduled Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (Balances of each such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with as of the execution and delivery hereofbeginning of the Due Period immediately preceding the related Distribution Date. (2) The weighted average of the Net Rates of the Group I Mortgage Loans, weighted on the Trustee shall (a) execute and deliver basis of the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper respective Scheduled Principal Balances of each such Mortgage Loan Purchase Amount and apply such amount to payment as of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy beginning of the Clipper Loan Sale Agreement and Due Period immediately preceding the Protective Transfer Agreement. related Distribution Date. (3) The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part weighted average of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery Net Rates of the Trust Fund Group II Mortgage Loans, weighted on behalf the basis of the Trust and acknowledges that it holds the respective Scheduled Principal Balances of each such Mortgage Loans for the benefit Loan as of the Holders beginning of the Due Period immediately preceding the related Distribution Date. (4) The weighted average of the Net Rates of the Group III Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (5) The weighted average of the Net Rates of the Group IV Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. (6) The weighted average of the Net Rates of the Group V Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. Interest shall be payable to the REMIC I Regular Interests and at the Class R-1 Certificates issued pursuant applicable Pass-Through Rates on the related Uncertificated Principal Balances. On the Distribution Date in December 2005, REMIC I Regular Interest R-II will be paid $50 in reduction of its Uncertificated Principal Balance. Distributions of principal shall be deemed to this Agreement. It is be made from amounts received on the express intent Mortgage Loans to the REMIC I Regular Interests (other than REMIC I Regular Interest R-II), first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the parties hereto aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Conveyance Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the PNC Conveyed Assets to excess of (x) the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale aggregate Scheduled Principal Balance of the PNC Conveyed Assets. It is, further, not Mortgage Loans in the intention related Loan Group over (y) the aggregate Current Principal Amount of the parties Senior Certificates in the related Certificate Group (except that if any such Conveyance excess is a larger number than in the preceding distribution period, the least amount of principal shall be deemed a pledge distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest ZZZ. Realized Losses on the Mortgage Loans shall be applied after all distributions have been made on each Distribution Date, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation aggregate Scheduled Principal Balance of the Company. However, Mortgage Loans in the event thatrelated Loan Group; second, notwithstanding to each REMIC I Regular Interest ending with the intent designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenexcess of

Certificates. (a) The assets Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any rightrelying on, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company such instructions. (i) does [RESERVED]. (ii) REMIC I will be evidenced by (x) the REMIC I Regular Interests (designated below), which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC I and (y) the Class R-I Certificates, transferwhich is hereby designated as the single "residual interest" in REMIC I. On each Distribution Date, assignthe Trustee shall cause in the following order of priority, set over the following amounts to be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and otherwise convey distributed to the Trusteeholders of the Class R-I Certificates, as the case may be: (1) first, from Interest Funds, (A) to Holders of REMIC I Regular Interest LT-AA, REMIC I Regular Xxxxxxxx XX-X0, REMIC I Regular Xxxxxxxx XX-X0, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-ZZ and REMIC I Regular Interest LT-XP, pro rata, in trust an amount equal to (A) the related Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest LT-ZZ on a Distribution Date shall be reduced when the benefit REMIC I Overcollateralized Amount for such Distribution Date is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount for such Distribution Date, and such amount will be payable to the Holders of REMIC I Regular Xxxxxxxx XX-X0, REMIC I Regular Interest LT-A2 and REMIC I Regular Interest LT-M1 in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for such Distribution Date; (B) to Holders of REMIC I Regular Interest LT-1SUB, REMIC I Regular Interest LT-1GRP, REMIC I Regular Interest LT-2SUB, REMIC I Regular Interest LT-2GRP and REMIC I Regular Interest LT-XX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates (2) second, from the REMIC I Marker Allocation Percentage of Principal Funds to the Holders of REMIC I Regular Interests, allocated as follows: (A) to the Holders of REMIC I Regular Interest LT-AA, 98.00% of such Principal Funds, until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero; (B) to the Holders of REMIC I Regular Xxxxxxxx XX-X0, REMIC I Regular Interest LT-A2 and REMIC I Regular Interest LT-M1, 1.00% of such Principal Funds, in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; (C) to the Holders of REMIC I Regular Interest LT-ZZ, 1.00% of such Principal Funds, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; and (D) any remaining amount to the Holders of the Class R-I Certificates; provided that, REMIC I Regular Interest LT-XP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be withdrawn from the Class XP Reserve Account and distributed to REMIC I Regular Interest LT-XP, until $100 has been distributed pursuant to this clause. (3) third, from the REMIC I Sub WAC Allocation Percentage of Principal Funds to the Holders of REMIC I Regular Interests, allocated as follows: (4) For purposes of calculating the amount of Uncertificated Accrued Interest for the Uncertificated REMIC I Regular Interests for any Distribution Date: (A) the aggregate amount of the REMIC I Marker Allocation Percentage of any Prepayment Interest Shortfalls and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments REMIC I Marker Allocation Percentage of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw shortfalls resulting from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment application of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy Relief Act incurred in respect of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for any Distribution Date shall be allocated (i) first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest LT-AA and REMIC I Regular Interest LT-ZZ up to an aggregate amount equal to the benefit REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC I Regular Interest LT-AA, REMIC I Regular Xxxxxxxx XX-X0, REMIC I Regular Xxxxxxxx XX-X0, REMIC I Regular Interest LT-M1 and REMIC I Regular Interest LT-ZZ, pro rata based on, and to the extent of, one month's interest at the then applicable respective Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated Principal Balance of each such Uncertificated REMIC I Regular Interest; and (B) the Holders aggregate amount of the REMIC I Regular Interests Sub WAC Allocation Percentage of any Prepayment Interest Shortfalls and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent REMIC I Sub WAC Allocation Percentage of shortfalls resulting from application of the parties hereto that the Conveyance Relief Act incurred in respect of the PNC Conveyed Assets Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest LT-1SUB, REMIC I Regular Interest LT-1GRP, REMIC I Regular Interest LT-2SUB, REMIC I Regular Interest LT-2GRP and REMIC I Regular Interest LT-XX, pro rata based on, and to the Trustee by extent of, one month's interest at the Company as provided in this Section 2.01 be, and be construed as, an absolute sale then applicable respective Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated Principal Balance of each such REMIC I Regular Interest. (5) (A) The REMIC I Marker Allocation Percentage of all Realized Losses on the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance Mortgage Loans shall be deemed a pledge of to have been allocated in the PNC Conveyed Assets by the Company specified percentages, as follows: first, to Uncertificated Accrued Interest payable to the Trustee REMIC I Regular Interest LT-AA and REMIC I Regular Interest LT-ZZ up to secure a debt or other obligation an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Principal Balances of REMIC I Regular Interest LT-AA and REMIC I Regular Interest LT-ZZ up to an aggregate amount equal to the Company. HoweverREMIC I Principal Loss Allocation Amount, in 98% and 2%, respectively; and third, to the event thatUncertificated Principal Balances of REMIC I Regular Interest LT-AA, notwithstanding REMIC I Regular Interest LT-M1 and REMIC I Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the intent Uncertificated Principal Balance of the parties, the PNC Conveyed Assets are held REMIC I Regular Interest LT-M1 has been reduced to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenzero; and

Certificates. The assets On the Business Combination Date: (a) the registered holders of GGB Common Shares (the “Original CS Securities”) shall be deemed to be the registered holders of the Trust shall consist Xanthic Common Shares (the “Replacement CS Securities”) to which they are entitled hereunder, and upon surrender to Xanthic of the Trust Fund. The Trust certificates representing the issued and outstanding Original CS Securities, such GGB Securityholders shall be irrevocable. The assets entitled, in exchange, to receive certificates or DRS statements representing the Replacement CS Securities, as the case may be, as set forth in Section 13 hereof; (b) the registered holders of GGB PV Shares (the “Original PV Securities”) shall be deemed to be the registered holders of the Trust shall remain in Xanthic PV Shares (the custody “Replacement PV Securities”) to which they are entitled hereunder, and upon surrender to Xanthic of the Trusteecertificates representing the issued and outstanding Original PV Securities, on behalf such GGB Securityholders shall be entitled, in exchange, to receive certificates representing the Replacement PV Securities, as the case may be, as set forth in Section 13 hereof; (c) Xanthic, as the registered holder of the TrustSubco Shares, and shall be kept in deemed to be the Trust except registered holder of the Amalco Shares to which it is entitled hereunder and, upon surrender of the certificates representing such Subco Shares to Amalco, Xanthic shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled as otherwise expressly set forth herein. Moneys in Section 13 hereof; (d) share certificates evidencing GGB Common Shares and certificates representing the other Original CS Securities shall cease to represent any claim upon or interest in GGB or Amalco other than the right of the holder to receive, pursuant to the credit terms hereof and the Amalgamation, the applicable Replacement CS Securities in accordance with Section 13 hereof; (e) upon the delivery and surrender by a GGB Securityholder to Xanthic of certificates representing all of the Trust shall be held Original CS Securities owned by the Trustee such GGB Securityholder which have been exchanged for Replacement CS Securities and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms provisions of this Agreement. Concurrently with the execution and delivery Section 13 hereof, Xanthic shall on the Company later of: (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for third Business Day following the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") Business Combination Date; and (ii) the date of receipt by Xanthic of the certificates referred to above, issue to each such GGB Securityholder certificates or DRS statements representing the number of Replacement CS Securities to which such holder is entitled; (f) share certificates evidencing GGB PV Shares and certificates representing the other Original PV Securities shall deposit into cease to represent any claim upon or interest in GGB or Amalco other than the Certificate Account right of the Clipper Mortgage Loan Purchase Amount. Concurrently holder to receive, pursuant to the terms hereof and the Amalgamation, the applicable Replacement PV Securities in accordance with Section 13 hereof; (g) upon the delivery and surrender by a GGB Securityholder to Xanthic of certificates representing all of the Original PV Securities owned by such GGB Securityholder which have been exchanged for Replacement PV Securities and in accordance with the execution and delivery provisions of this Section 13 hereof, Xanthic shall on the Trustee shall later of: (ai) execute the third Business Day following the Business Combination Date; and deliver (ii) the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment date of receipt by Xanthic of the purchase price for certificates referred to above, issue to each such GGB Securityholder certificates representing the assets conveyed number of Replacement PV Securities to which such holder is entitled; (h) upon delivery and surrender by a holder of Xanthic New CS Warrants to Xanthic of certificates representing all of the Trustee under Xanthic New CS Warrants owned by such holder, Xanthic shall on the Clipper Loan Sale Agreement later of: (i) the third Business Day following the Business Combination Date; and (bii) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy date of receipt by Xanthic of the Clipper Loan Sale Agreement certificates referred to above, issue to such holder of Xanthic New CS Warrants certificates representing the number of Xanthic New Warrants Replacement Warrants to which such holder is entitled; (i) upon delivery and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed surrender by a holder of Xanthic New PV Warrants to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part Xanthic of certificates representing all of the Trust Fund. The Trustee hereby accepts Xanthic New PV Warrants owned by such holder, Xanthic shall on the Trust created hereby later of: (i) the third Business Day following the Business Combination Date; and accepts delivery (ii) the date of receipt by Xanthic of the Trust Fund on behalf certificates referred to above, issue to such holder of Xanthic New PV Warrants certificates representing the number of Xanthic New Warrants Replacement Warrants to which such holder is entitled; (j) upon delivery and surrender by a holder of Xanthic Options to Xanthic of certificates representing all of the Trust Xanthic Options owned by such holder, Xanthic shall on the later of: (i) the third Business Day following the Business Combination Date; and acknowledges that it holds (ii) the Mortgage Loans for the benefit date of receipt by Xanthic of the Holders certificates referred to above, issue to such holder of Xanthic Options certificates representing the number of Xanthic Replacement Options to which such holder is entitled; and (k) upon delivery and surrender by a holder of Xanthic Warrants to Xanthic of certificates representing all of the REMIC I Regular Interests Xanthic Warrants owned by such holder, Xanthic shall on the later of: (i) the third Business Day following the Business Combination Date; and (ii) the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent date of receipt by Xanthic of the parties hereto that certificates referred to above, issue to such holder of Xanthic Warrants certificates representing the Conveyance number of the PNC Conveyed Assets Xanthic Replacement Warrants to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that which such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement holder is held or deemed to create a security interest in the PNC Conveyed Assets, thenentitled.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The Trust shall be deemed to consist of two sub-trusts, one with respect to each of the Group I and Group II Loans. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans)Fund, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", ," and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement). It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a pledge of security interest in the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. (a) The assets Depository, the Seller and the Trustee have entered into a Depository Agreement dated as of March 11, 1998 (the "Depository Agreement"). Except for the Residual Certificate, the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall at all times remain registered in the name of the Trust shall consist Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Trust FundDepository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Class B-2 and Class R Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Trustee and the Seller will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Seller advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Seller is unable to locate a qualified successor within 30 days or (ii) the Seller at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall request that the Depository notify all Certificate Owners of the Trust shall remain in the custody occurrence of any such event and of the Trusteeavailability of definitive, on behalf fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the TrustCertificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue such definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be kept protected in relying on, such instructions. (c) [Reserved] (d) The Classes of the Certificates shall have the following designations, initial principal amounts and PassThrough Rates: DESIGNATION INITIAL PRINCIPAL PASS-THROUGH RATE A $332,071,600.00 (1) B-1 $ 5,257,000.00 (1) B-2 $ 13,142,815.00 (1) R $ 100.00 (1) (1) During each Interest Accrual Period the Class A, Class B-1, Class B-2 and Class R Certificates will each bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Mortgage Loans. (e) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Distribution Date and each such Class of Certificates, interest shall be calculated, on the basis of a 360-day year comprised of twelve 30-day months, based upon the respective Pass-Through Rate determined as provided above and the Current Principal Amount of such Class applicable to such Distribution Date. (f) The Certificates shall be substantially in the Trust except as otherwise expressly forms set forth herein. Moneys to the credit of the Trust shall be held by the Trustee in Exhibit A-1 and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenA-

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The assets Clearing Agency Participant should in turn make the request of the Trust shall consist Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trust FundAdministrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-14 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.06(a) above). The Trust Administrator shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held honored by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Clearing Agency in accordance with the terms of this Agreement. Concurrently with the execution procedures, and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey subject to the Trusteepriorities and limitations, described in trust this Section 4.06. The exact procedures to be followed by the Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the benefit Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Holders of REMIC I Regular Interests Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class R-1 CertificatesA-14 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Beneficial Owner of a Class A-14 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, without recoursesuch Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, all on a form required by the Company's rightClearing Agency, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but Administrator. If such notice of withdrawal of a request for distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Class A Principal Balance of Class A-14 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class A-14 Certificates are rejected by the Company after Trust Administrator for failure to comply with the Cut-Off Date with respect requirements of this Section 4.06, the Trust Administrator shall return such request to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently appropriate Clearing Agency Participant with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed a copy to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed Clearing Agency with an explanation as to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans reason for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.

Certificates. The assets of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The Trust shall be deemed to consist of four sub-trusts, one with respect to each of the Group I, Group II, Group III and Group IV Loans. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a pledge of security interest in the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, then

Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trust Administrator under separate cover. The assets Clearing Agency Participant should in turn make the request of the Trust shall consist Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trust FundAdministrator. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trust Administrator shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trust Administrator shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-4 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trust Administrator shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held honored by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except Clearing Agency in accordance with the terms of this Agreement. Concurrently with the execution procedures, and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey subject to the Trusteepriorities and limitations, described in trust this Section 4.07. The exact procedures to be followed by the Trust Administrator and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the benefit Trust Administrator or the Clearing Agency, as the case may be. The decisions of the Holders of REMIC I Regular Interests Trust Administrator and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class R-1 CertificatesA-4 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, without recourseand notwithstanding anything to the contrary herein, all no amounts shall be due from Financial Security or otherwise with respect to interest on such Certificates after such last day of the Companymonth. Any Beneficial Owner of a Class A-4 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's rightaccount. In the event that such account is maintained by a Clearing Agency Indirect Participant, title and interest such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in and turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trust Fund (other than the Clipper Mortgage Loans), including but Administrator. If such notice of withdrawal of a request for distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trust Administrator on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Class A Principal Balance of Class A-4 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class A-4 Certificates are rejected by the Company after Trust Administrator for failure to comply with the Cut-Off Date with respect requirements of this Section 4.07, the Trust Administrator shall return such request to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently appropriate Clearing Agency Participant with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed a copy to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed Clearing Agency with an explanation as to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans reason for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.

Certificates. (a) DTC, the Depositor and the Grantor Trustee have entered into a Depository Agreement dated as of October 31, 2006 (the "DTC Agreement"). The assets Certificates shall at all times remain registered in the name of DTC or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Grantor Trustee except to a successor to DTC; (ii) ownership and transfers of registration of such Certificates on the books of DTC shall be governed by applicable rules established by DTC; (iii) DTC may collect its usual and customary fees, charges and expenses from its DTC Participants; (iv) the Grantor Trustee shall deal with DTC as representative of the Trust Certificate Owners for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for, and votes of, such representative shall consist not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Grantor Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its DTC Participants. All transfers by Certificate Owners of the Trust FundBook-Entry Certificates shall be made in accordance with the procedures established by the DTC Participant or brokerage firm representing such Certificate Owners. Each DTC Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with DTC's normal procedures. (b) If (i)(A) the Depositor advises the Grantor Trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities under the DTC Agreement and (B) the Grantor Trustee or the Depositor is unable to locate a qualified successor within 30 days thereafter or (ii) the Depositor at its option advises the Grantor Trustee in writing that it elects to terminate the book-entry system through DTC, the Grantor Trustee shall request that DTC notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Grantor Trustee of the Certificates by DTC, accompanied by registration instructions from DTC for registration, the Grantor Trustee shall issue and sign the definitive Certificates. Neither of the Depositor nor the Grantor Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Certificates shall have the following designation and initial principal amount: Designation Initial Principal Amount ------------------------------------------- ---------------------------------------------- I-A-2B $51,418,000 ------------------------------------------- ---------------------------------------------- II-A-2B $57,293,000 ------------------------------------------- ---------------------------------------------- The Certificates shall have the Pass-Through Rate as defined herein. (d) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related Interest Accrual Period. Interest on such Certificates shall be calculated on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period, based upon the Pass-Through Rate set forth herein and the Current Principal Amount of such Certificates applicable to such Distribution Date. (e) The Certificates shall be substantially in the form set forth in Exhibit A-1 and Exhibit A-2. On original issuance, the Grantor Trustee shall sign the Certificates and shall deliver the Certificates at the direction of the Depositor. Pending the preparation of definitive Certificates, the Grantor Trustee may sign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the Grantor Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Grantor Trustee shall sign and shall deliver in exchange therefor, a like aggregate principal amount, in authorized denominations, of definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as definitive Certificates. (f) The Book-Entry Certificates will be registered as a single Certificate held by a nominee of DTC or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of DTC in minimum denominations of $1,000 and increments of $1.00 in excess thereof. On the Closing Date, the Grantor Trustee shall execute the Certificate in the entire Current Principal Amount of the Certificates. The Trust Grantor Trustee shall be irrevocable. The assets of sign the Trust shall remain in the custody of the Trustee, Certificates by facsimile or manual signature on behalf of the TrustGrantor Trustee by one of its authorized signatories, who shall be a Responsible Officer of the Grantor Trustee or its agent. A Certificate bearing the manual or facsimile signature of an individual who was an authorized signatory of the Grantor Trustee or its agent at the time of issuance shall bind the Grantor Trustee, notwithstanding that such individual has ceased to hold such position prior to the delivery of such Certificate. (g) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the manually executed signature of the Grantor Trustee, or its agent, and such signature upon any Certificate shall be kept in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance"conclusive evidence, and the assets so transferred only evidence, that such Certificate has been duly executed and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amountdelivered hereunder. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 All Certificates issued pursuant to this Agreementon the Closing Date shall be dated the Closing Date. It is All Certificates issued thereafter shall be dated the express intent date of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thentheir signature.

Certificates. The assets final distribution on this Certificate will be made only upon presentation and surrender of this Certificate at the office or agency of the Trust shall consist Administrator in St. Xxxx, Minnesota. The Agreement provides that, in any event, upon the making of the Trust Fundfinal distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Agreement. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof by the Depositor, the Master Servicer, the Trust Administrator, and the Trustee with the consent of the Majority Certificateholders; PROVIDED, HOWEVER, that no such amendment or waiver shall reduce in any manner the amount of, or delay the timing of, distributions on any Certificate without the consent of the Holder thereof, or adversely affect in any respect the interests of the Holders of any Class of Certificates without the consent of the Holders of Certificates evidencing at least a 66% Percentage Interest in such Class. No amendment shall reduce the percentage of Voting Rights required in the previous sentence without the consent of the Holders of all Certificates of such Class then outstanding. Any such consent by the Holder of this Certificate shall be irrevocableconclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. As provided in the Agreement and subject to certain limitations therein set forth and referred to on the face hereof, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the office or agency appointed by the Trust Administrator as provided in the Agreement, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The assets Certificates are issuable in fully registered form only in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trust shall remain Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Master Servicer, the custody Depositor, the Trust Administrator and the Trustee and any agent of the TrusteeMaster Servicer, the Depositor, the Trust Administrator or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Master Servicer, the Depositor, the Trust Administrator and the Trustee nor any such 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 and the Trust created thereby shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Trust, Trustee and shall required to be kept paid to them pursuant to the Agreement following the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itTrust. The Trustee, on behalf of the Trust, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of Agreement additionally provides that the Master Servicer or of the Company shall have any right to obtain possession ofCertificate Insurer may, or otherwise exercise legal or equitable remedies with respect toat its option, purchase from the Trust all (but not fewer than all) remaining Mortgage Loans and other property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become then constituting part of the Trust FundEstate, and thereby effect early retirement of the Certificates, on and after the Distribution Date on which the Aggregate Loan Balance is less than or equal to 10% of the Cut-off Date Pool Balance. The Trustee hereby accepts Unless the certificate of authentication hereon has been executed by the Trust created hereby and accepts delivery of Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and Agreement or be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if valid for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenpurpose.

Certificates. The assets In the case of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the TrustTrustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. The Trustee shall not be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class II-A-4 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys subject to the credit of the Trust shall priorities and limitations, described in this Section 4.07. The exact procedures to be held followed by the Trustee and invested the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itcase may be. The Trusteedecisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class II-A-4 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from MBIA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class II-A-4 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on behalf of a form required by the TrustClearing Agency, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust . If such notice of withdrawal of a request for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Principal Balance of Class II-A-4 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class II-A-4 Certificates are rejected by the Company after the Cut-Off Date with respect Trustee for failure to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently comply with the execution and delivery hereofrequirements of this Section 4.07, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply return such amount to payment of the purchase price for the assets conveyed request to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed appropriate Clearing Agency Participant with a copy to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets Clearing Agency with an explanation as to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that reason for such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.

Certificates. (a) The assets Depository, the Depositor and the Trustee have entered into a Depository Agreement dated as of the Trust Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private Certificates and the Individual Certificates and as provided in Subsection 5.01(b), the Certificates shall consist at all times remain registered in the name of the Trust FundDepository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Certificate Registrar except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Certificate Registrar shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. The Trust Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of all of the Certificates of one or more such Classes request that the Certificate Registrar cause such Class to become Global Certificates, the Certificate Registrar and the Depositor will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be irrevocablemade in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. The assets Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Certificate Registrar or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Certificate Registrar, as agent of the Trust Depositor, shall remain in request that the custody Depository notify all Certificate Owners of the Trustee, on behalf occurrence of any such event and of the Trustavailability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar, as agent of the Depositor, of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Certificate Registrar shall issue the definitive Certificates. Neither the Depositor nor the Certificate Registrar shall be liable for any delay in delivery of any instructions required under this section and may conclusively rely on, and shall be kept protected in relying on, such instructions. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a definitive Certificate evidencing such Certificate Owner's Fractional Undivided Interest in the Trust except as otherwise expressly set forth hereinrelated Class of Certificates. Moneys In order to make such request, such Certificate Owner shall, subject to the credit rules and procedures of the Trust shall be held Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Fractional Undivided Interest in fully registered definitive form. Upon receipt by the Trustee Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and invested as provided herein. All assets received the Current Principal Amount being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and held in delivery instructions for the Trust will not be subject definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf reduce the related Depository Participant's account by the aggregate Current Principal Amount of the Trustdefinitive Certificate, (ii) the Certificate Registrar shall not have the power or authority to transferexecute, assignauthenticate and deliver, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution registration and delivery hereofinstructions provided by the Depository, a definitive Certificate evidencing such Certificate Owner's Fractional Undivided Interest in such Class of Certificates and (iii) the Company Certificate Registrar shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates. (c) (i) does REMIC I will be evidenced by (x) the REMIC I Regular Interests, which will be uncertificated and non-transferable and are hereby irrevocably selldesignated as the "regular interests" in REMIC I and have the initial principal amounts and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, transfer, assign, set over and otherwise convey to which are hereby designated as representing the Trustee, sole class of "residual interests" in trust for the benefit of the Holders of REMIC I. The REMIC I Regular Interests and the Class R-1 CertificatesR-I Certificates will have the following designations, without recourse, all the Company's right, title initial principal amounts and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but not limited to all scheduled payments of principal and interest due after the CutPass-Off Date and received by the Company with respect to the PNC Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently with the execution and delivery hereof, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply such amount to payment of the purchase price for the assets conveyed to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the Through Rates: REMIC I Regular Interests Interest Initial Principal Amount Pass-Through Rate Related Loan Group I-A $ 877.03 (1) Loan Group I I-B $ 14,377.95 (2) Loan Group I II-A $ 3,049.55 (1) Loan Group II II-B $ 49,991.35 (3) Loan Group II ZZZ $643,624,630.32 (1) Loan Group I and the Loan Group II Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenR-I $ 50.00

Certificates. The assets In the case of the Trust shall consist of the Trust Fund. The Trust shall be irrevocable. The assets of the Trust shall remain in the custody of the Trustee, a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the TrustTrustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. Neither the Master Servicer nor the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class A-7 or Class A-18 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and shall be kept in the Trust except as otherwise expressly set forth herein. Moneys subject to the credit of the Trust shall priorities and limitations, described in this Section 4.07. The exact procedures to be held followed by the Trustee and invested the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through itcase may be. The Trusteedecisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class A-7 Certificates or Individual Class A-18 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from Ambac or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class A-7 or Class A-18 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on behalf of a form required by the TrustClearing Agency, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiary of the Trust, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company (i) does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, in trust . If such notice of withdrawal of a request for the benefit of the Holders of REMIC I Regular Interests and the Class R-1 Certificates, without recourse, all the Company's right, title and interest in and to the Trust Fund (other than the Clipper Mortgage Loans), including but distribution has not limited to all scheduled payments of principal and interest due after the Cut-Off Date and been received by the Company Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the PNC Mortgage Loans at making of distributions in reduction of the Principal Balance of Class A-7 or Class A-18 Certificates on such Distribution Date. In the event any time, and all Principal Prepayments received requests for distributions in reduction of the principal balance of Class A-7 or Class A-18 Certificates are rejected by the Company after the Cut-Off Date with respect Trustee for failure to the PNC Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance", and the assets so transferred and assigned to be referred to herein as the "PNC Conveyed Assets") and (ii) shall deposit into the Certificate Account the Clipper Mortgage Loan Purchase Amount. Concurrently comply with the execution and delivery hereofrequirements of this Section 4.07, the Trustee shall (a) execute and deliver the Clipper Loan Sale Agreement, and withdraw from the Certificate Account the Clipper Mortgage Loan Purchase Amount and apply return such amount to payment of the purchase price for the assets conveyed request to the Trustee under the Clipper Loan Sale Agreement and (b) execute and deliver the Protective Transfer Agreement. The Trustee shall have no duty to review or otherwise determine the adequacy of the Clipper Loan Sale Agreement and the Protective Transfer Agreement. The Clipper Mortgage Loans and the other assets conveyed appropriate Clearing Agency Participant with a copy to the Trustee under the Clipper Loan Sale Agreement and the Protective Transfer Agreement shall become part of the Trust Fund. The Trustee hereby accepts the Trust created hereby and accepts delivery of the Trust Fund on behalf of the Trust and acknowledges that it holds the Mortgage Loans for the benefit of the Holders of the REMIC I Regular Interests and the Class R-1 Certificates issued pursuant to this Agreement. It is the express intent of the parties hereto that the Conveyance of the PNC Conveyed Assets Clearing Agency with an explanation as to the Trustee by the Company as provided in this Section 2.01 be, and be construed as, an absolute sale of the PNC Conveyed Assets. It is, further, not the intention of the parties that reason for such Conveyance be deemed a pledge of the PNC Conveyed Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the PNC Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the PNC Conveyed Assets, thenrejection.