Common use of Countersigned Clause in Contracts

Countersigned. By ---------------------------- Authorized Signatory of BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee -4- 121 EXHIBIT D [Reserved] EXHIBIT E [FORM OF REVERSE OF CERTIFICATES] MELLON RESIDENTIAL FUNDING CORPORATION Mellon Bank Home Equity Installment Loan Trust 1998-1 Mortgage Pass-Through Certificates, Series MHELT 1998-1 This Certificate is one of a duly authorized issue of Certificates designated as Mellon Residential Funding Corporation Mortgage Pass-Through Certificates, Series MHELT 1998-1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such 124 holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and 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 Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Seller and the Trustee and any agent of the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool Principal Balance is less than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans, the Master Servicer will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs and the Mortgage Loans are not sold in an Auction Sale for which the Trustee is required to solicit bids in the event the Master Servicer does not exercise its optional termination right as more fully described in the Agreement, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. 125 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fund.

Countersigned. As Warrant Agent ------------------------------- Authorized Signature Reverse of Warrant Certificate Instruction for Exercise of Warrants To exercise the Warrants evidenced hereby, the Bearer must pay in [Dollars] [applicable currency or units] [in cash or by certified check or official bank check or by bank wire transfer] [by bank wire transfer] [in immediately available funds] the Warrant Price in full for Warrants exercised to [insert name of Warrant Agent] [corporate trust department] [insert address of Warrant Agent], Attn: __________ [or _________ ], which [payment] [wire transfer] must specify the name of the Bearer and the number of Warrants exercised by such Bearer. In addition, the Bearer must complete the information required below and present this Warrant Certificate in person or mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the [payment] [wire transfer]. If the undersigned is requesting delivery of Warrant Securities in bearer form, the person entitled to physical delivery of such Warrant Securities will be required to deliver a certificate (copies of which may be obtained from the Warrant Agent [or ______________]) certifying that such Warrant Securities are not being acquired by or on behalf of a United States Person (as defined in the certificate) or for sale to a United States Person unless such United States Person is a qualified financial institution as defined under United States tax laws and regulations. To Be Executed Upon Exercise of Warrant The undersigned hereby irrevocably elects to exercise ___________ Warrants, evidenced by this Warrant Certificate, to purchase _______ principal amount of the [Title of Warrant Securities] (the "Warrant Securities") of Chrysler Financial Company L.L.C., and represents that be has tendered payment for such Warrant Securities in [Dollars] [applicable currency or units] [cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] to the order of Chrysler Financial Company L.L.C., c/o [insert name and address of Warrant Agent], in the amount of __________ in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Securities be in registered bear (delete inapplicable type) form in the authorized denominations, registered in such names (if applicable) and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued in registered/bearer (delete inappropriate type) form and delivered to the undersigned unless otherwise specified in the instructions below. Dated: Name ___________________________ -------------------------------- (Please Print) -------------------------------- (Insert Social Security or Other Address: _______________________ Identifying Number of Holder) ________________________________ Signature: _____________________ The Warrants evidenced hereby may be exercised at the following addresses: By ---------------------------- Authorized Signatory hand at _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ By mail at _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ [Instructions as to form and delivery of BANKERS TRUST Warrant Securities and, if applicable, Warrant Certificates evidencing unexercised Warrants -- complete as appropriate.] [DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED] Exhibit C FORM OF CERTIFICATE FOR DELIVERY OF WARRANT SECURITIES IN BEARER FORM CHRYSLER FINANCIAL COMPANY OF CALIFORNIA, N.A., L.L.C. [Title of Warrant Securities] To: CHRYSLER FINANCIAL COMPANY L.L.C. c/o [Name] as Trustee -4- 121 EXHIBIT D This certificate is submitted in connection with the undersigned's request that you deliver to us principal amount of [ReservedTitle of Warrant Securities] EXHIBIT E [FORM OF REVERSE OF CERTIFICATES] MELLON RESIDENTIAL FUNDING CORPORATION Mellon Bank Home Equity Installment Loan Trust 1998-1 Mortgage Pass-Through Certificates(the "Warrant Securities") in bearer form upon exercise of warrants. The undersigned hereby certifies that as of the date hereof (the date of delivery to the undersigned of the Warrant Securities), Series MHELT 1998-1 This Certificate is one the Warrant Securities which are to be delivered to the undersigned in bearer form are not being acquired, directly or indirectly, by or on behalf of a duly authorized issue of Certificates designated as Mellon Residential Funding Corporation Mortgage Pass-Through CertificatesUnited States Person, Series MHELT 1998-1 (herein collectively called the "Certificates"), and representing or for offer to or for resale to a beneficial ownership interest in the Trust Fund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month United States Person or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product any beneficial owner of the Percentage Interest evidenced by this Certificate and Warrant Securities is a United States Person, such United States Person is a financial institution or acquiring through a financial institution. If the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at undersigned is a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such 124 holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and 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 Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Seller and the Trustee and any agent of the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool Principal Balance is less than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans, the Master Servicer will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs and the Mortgage Loans are not sold in an Auction Sale for which the Trustee is required to solicit bids in the event the Master Servicer does not exercise its optional termination right as more fully described in the Agreement, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. 125 ASSIGNMENT FOR VALUE RECEIVEDclearing organization, the undersigned hereby sell(s), assign(s) and transfer(s) unto -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced represents that this certificate is based on statements provided to it by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fundits member organizations.

Countersigned. As Warrant Agent By ---------------------------- -------------------- Authorized Signatory Signature [Reverse of BANKERS TRUST COMPANY OF CALIFORNIAWarrant Certificate] (Instructions for Exercise of Warrant) To exercise the Warrants evidenced hereby, N.A.the Holder must pay [in United States dollars] [in cash or by certified check or official bank check or by bank wire transfer, as Trustee -4- 121 EXHIBIT D in each case] [Reservedby bank wire transfer in immediately available funds], the Warrant Price in full for Warrants exercised, to [Warrant Agent] EXHIBIT E [FORM OF REVERSE OF CERTIFICATES] MELLON RESIDENTIAL FUNDING CORPORATION Mellon Bank Home Equity Installment Loan Trust 1998-1 Mortgage Pass-Through Certificatesaddress of Warrant Agent], Series MHELT 1998-1 Attn: ____________________, which payment must specify the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth below. This Certificate is one of a Warrant Certificate, completed and duly authorized issue of Certificates designated as Mellon Residential Funding Corporation Mortgage Pass-Through Certificatesexecuted, Series MHELT 1998-1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created must be received by the AgreementWarrant Agent within five business days of the payment. To Be Executed Upon Exercise of Warrant The Certificateholderundersigned hereby irrevocably elects to exercise __________ Warrants, evidenced by its acceptance of this Warrant Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities purchase __________ shares of the Trustee. Pursuant to the terms [Title of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following Warrant Securities] (the "Distribution DateWarrant Securities")) of United HealthCare Corporation and represents that he has tendered payment for such Warrant Securities [in Dollars] [in cash or by certified check or official bank check or by bank wire transfer, commencing on in each case] [by bank wire transfer in immediately available funds] to the first Distribution Date order of United HealthCare Corporation, c/o [insert name and address of Warrant Agent], in the amount of __________ in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated: Name ------------------------------- (Please Print) Address -------------------------------- (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed ------------------------------------------- Signature [For registered Warrants -- Signature must conform in all respects to name of holder as specified on the face hereofof this Warrant Certificate and must bear a signature guarantee by a bank, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product trust company or member broker of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof Midwest or such 124 holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will Pacific Stock Exchange) This Warrant may be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and 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 Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Seller and the Trustee and any agent of the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool Principal Balance is less than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans, the Master Servicer will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs and the Mortgage Loans are not sold in an Auction Sale for which the Trustee is required to solicit bids in the event the Master Servicer does not exercise its optional termination right as more fully described in the Agreement, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living exercised at the date following addresses: By hand at By mail at [Instructions as to form and delivery of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the AgreementWarrant Securities and, and nothing herein shall be deemed inconsistent with that meaning. 125 ASSIGNMENT FOR VALUE RECEIVEDif applicable, the undersigned hereby sell(s), assign(s) and transfer(s) unto -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust FundWarrant Certificates evidencing unexercised Warrants - complete as appropriate.]

Countersigned. By ---------------------------- --------------------------- Authorized Signatory of BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee -4- 121 123 EXHIBIT D [Reserved] EXHIBIT E [FORM OF REVERSE OF CERTIFICATES] 125 MELLON RESIDENTIAL FUNDING CORPORATION Mellon Bank Home Equity Installment Loan Trust 19981999-1 Mortgage Pass-Through Certificates, Series MHELT 19981999-1 This Certificate is one of a duly authorized issue of Certificates designated as Mellon Residential Funding Corporation Mortgage Pass-Through Certificates, Series MHELT 19981999-1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such 124 holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and 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 Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Seller and the Trustee and any agent of the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool Principal Balance is less than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans, the Master Servicer will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs and the Mortgage Loans are not sold in an Auction Sale for which the Trustee is required to solicit bids in the event the Master Servicer does not exercise its optional termination right as more fully described in the Agreement, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. 125 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fund.

Countersigned. By ---------------------------- By_____________________________________ Authorized Signatory of BANKERS TRUST COMPANY OF CALIFORNIAJPMORGAN CHASE BANK, N.A.not in its individual capacity, but solely as Trustee -4- 121 EXHIBIT D [Reserved] EXHIBIT E [FORM OF REVERSE OF CERTIFICATES] MELLON RESIDENTIAL FUNDING CORPORATION Mellon Bank Home Equity Installment Loan GS MORTGAGE SECURITIES CORP. GSAMP Trust 19982003-1 SEA Mortgage Pass-Through Certificates, Series MHELT 1998-1 Certificates This Certificate is one of a duly authorized issue of Certificates designated as Mellon Residential Funding Corporation GSAMP Trust 2003-SEA Mortgage Pass-Through Certificates, of the Series MHELT 1998-1 specified on the face hereof (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. The Record Date applicable to each Distribution Date is the last Business Day of the month next preceding the month of such Distribution Date. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or such other location specified in the notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer Servicer, the Responsible Party, the Trustee and the Trustee Class A-1 Certificate Insurer with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such 124 holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and 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 Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Seller Responsible Party and the Trustee and any agent of the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Cut-off Date Pool Principal Balances Balance, the Person specified in Section 9.01 of the Mortgage Loans, the Master Servicer Agreement will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs and the Mortgage Loans are not sold in an Auction Sale for which the Trustee is required to solicit bids in the event the Master Servicer does not exercise its optional termination right as more fully described in the Agreement, the The obligations and responsibilities created by the Agreement will terminate upon the later as provided in Section 9.01 of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. 125 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto -------------------------------------------------------------------------------- unto______________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fund.

Countersigned. By ---------------------------- Authorized Signatory of BANKERS TRUST COMPANY OF CALIFORNIA, N.A.[•], as Trustee -4- 121 EXHIBIT D Warrant Agent By: Name: Title: ATTEST: [ReservedSignature Page to GlycoMimetics, Inc. Common Stock Warrant Agreement] EXHIBIT E [Exhibit A FORM OF REVERSE WARRANT CERTIFICATE [FACE OF CERTIFICATESWARRANT CERTIFICATE] MELLON RESIDENTIAL FUNDING CORPORATION Mellon Bank Home Equity Installment Loan Trust 1998-1 Mortgage Pass-Through Certificates[Form of Legend if Warrants are not immediately exercisable.] [Prior to [•], Series MHELT 1998-1 Warrants evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER [•] P.M., [City] time, ON [•]. GLYCOMIMETICS, INC. WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE No.[•] [•] Warrants This Certificate certifies that [•] or registered assigns is one the registered owner of a duly authorized issue the above indicated number of Certificates designated as Mellon Residential Funding Corporation Mortgage Pass-Through CertificatesWarrants, Series MHELT 1998-1 each Warrant entitling such owner to purchase, at any time [after [•] p.m., [City] time, [on [•] and] on or before [•] p.m., [City] time, on [•], [•] shares of Common Stock, par value $0.001 per share (herein collectively called the "Certificates"“Warrant Securities”), of GlycoMimetics, Inc. (the “Company”) on the following basis: during the period from [•], through and representing a beneficial ownership interest in including [•], the Trust Fund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it exercise price per Warrant Security will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreementbe $[•], subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, adjustment as provided in the AgreementWarrant Agreement (as hereinafter defined) (the “Warrant Price”). Any such consent The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the Holder back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Security with respect to which this Certificate shall be conclusive Warrant is exercised to the Warrant Agent (as hereinafter defined) and binding by surrendering this Warrant Certificate, with the purchase form on such Holder the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement compliance with and subject to certain limitations therein the conditions set forth, the transfer of this Certificate is registrable forth herein and in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such 124 holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only Warrant Agreement (as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and 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 Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Seller and the Trustee and any agent of the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool Principal Balance is less than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans, the Master Servicer will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs and the Mortgage Loans are not sold in an Auction Sale for which the Trustee is required to solicit bids in the event the Master Servicer does not exercise its optional termination right as more fully described in the Agreement, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. 125 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(shereinafter defined), assign(s) and transfer(s) unto -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fund.

Countersigned. By as Warrant Agent By: ---------------------------- Authorized Signatory of BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee -4- 121 EXHIBIT D [Reserved] EXHIBIT E A-2 [FORM OF REVERSE OF CERTIFICATESWARRANT CERTIFICATE] MELLON RESIDENTIAL FUNDING CORPORATION Mellon Bank Home Equity Installment Loan Trust 1998-1 Mortgage Pass-Through CertificatesBARNEYS NEW YORK, Series MHELT 1998-1 This Certificate is one of a duly authorized issue of Certificates designated as Mellon Residential Funding Corporation Mortgage Pass-Through Certificates, Series MHELT 1998-1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created by the AgreementINC. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Warrant Certificate and all rights hereunder is registrable by the registered holder hereof, in whole or in part, on the Certificate Register register of the Trustee Company upon surrender of this Warrant Certificate for registration of transfer at the Corporate Trust Office or the office or agency of the Company or the office of the Warrant Agent maintained by the Trustee in New Yorkfor such purpose at [INSERT NAME AND ADDRESS OF WARRANT AGENT], New Yorkattention: ____________________, duly endorsed or accompanied by a written instrument of transfer duly executed and in form satisfactory to the Trustee Company and the Certificate Registrar duly executed Warrant Agent, by the registered holder hereof or such 124 holder's his attorney duly authorized in writing, writing and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and 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 Trustee may require upon payment of a sum sufficient to cover any necessary transfer tax or other governmental charge payable in connection therewithimposed upon such transfer or registration thereof. The DepositorUpon any partial transfer the Company will cause to be delivered to such holder a new Warrant Certificate or Certificates with respect to any portion not so transferred. This Warrant Certificate may be exchanged at the office or agency of the Company or the office of the Warrant Agent maintained for such purpose at [INSERT NAME AND ADDRESS OF WARRANT AGENT], attention: ____________________, for Warrant Certificates representing the same aggregate number of Warrants, each new Warrant Certificate to represent such number of Warrants as the holder hereof shall designate at the time of such exchange. Prior to the exercise of the Warrants represented hereby, the Master Servicerholder of this Warrant Certificate, as such, shall not be entitled to any rights of a stockholder of the Company, including, but not limited to, the Seller and the Trustee and right to vote, to receive dividends or other distributions, to exercise any agent of the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposespreemptive right or, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool Principal Balance is less than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans, the Master Servicer will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined except as provided in the Warrant Agreement, to receive any notice of meetings of stockholders, and shall not be entitled to receive notice of any proceedings of the Company except as provided in the Warrant Agreement. In the event that no such optional termination occurs and the Mortgage Loans are not sold in an Auction Sale for which the Trustee is required to solicit bids in the event the Master Servicer does not exercise its optional termination right as more fully described in the Agreement, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing Nothing contained herein shall be deemed inconsistent with construed as imposing any liabilities upon the holder of this Warrant Certificate to purchase any securities or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors or stockholders of the Company or otherwise. This Warrant Certificate shall he void and all rights represented hereby shall cease unless exercised on or before the close of business on ______________, 200_. This Warrant Certificate shall not be valid for any purpose until it shall have been manually countersigned by an authorized signatory of the Warrant Agent. Witness the facsimile seal of the Company and the signature of its duly authorized officer. SUBSCRIPTION FORM (TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT) TO BARNEYS NEW YORK, INC. ______________________________, as Warrant Agent Attention: ____________________ The undersigned (i) irrevocably exercises the Warrants represented by the within Warrant Certificate, (ii) purchases one share of Common Stock of Barneys New York, Inc. (before giving effect to the adjustments provided in the Warrant Agreement referred to in the within Warrant Certificate) for each Warrant so exercised and herewith makes payment in full of the purchase price of $_____ per share, in respect of each Warrant so exercised as provided in the Warrant Agreement (such payment being by certified or official bank or bank cashier's check payable to the order of Barneys New York, Inc.), all on the terms and conditions specified in the within Warrant Certificate and the Warrant Agreement, (iii) surrenders this Warrant Certificate and all right, title and interest therein to Barneys New York, Inc. and (iv) directs that meaningthe securities or other property deliverable upon the exercise of such Warrants be registered or placed in the name and at the address specified below and delivered thereto. 125 Dated: ____________, ____ ----------------------------------- (Owner)* ----------------------------------- (Signature of Authorized Representative) ----------------------------------- (Street Address) ----------------------------------- (City) (State) (Zip Code) Securities or property to be issued and delivered to: ----------------------------------- Signature Guaranteed** Please insert social security or other identifying number ----------- Name ___________________________________________________________________________ Street Address _________________________________________________________________ City, State and Zip Code _______________________________________________________ A-6 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code registered holder of assignee) the Percentage Interest evidenced by the within Warrant Certificate hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant Certificate, with respect to the number of warrants set forth below: Name of No. of Assignee Address Warrants -------- ------- -------- Please insert social security or other identifying number of Assignee ----------- and does hereby authorizes the irrevocably constitute and appoint __________ attorney to make such transfer of registration of such Percentage Interest to assignee on the Certificate Register books of Barneys New York, Inc. maintained for the purpose, with full power of substitution in the premises. Dated: ____________, ____ Name ___________________________* Signature of Authorized Representative __________________ Signature Guaranteed __________** * The signature must correspond with the name as written upon the face of the Trust Fundwithin Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever. ** The signature must be guaranteed by a securities transfer agents medallion program ("stamp") participant or an institution receiving prior approval from the Warrant Agent.

Countersigned. By ---------------------------- As Warrant Agent By: ------------------------------- Authorized Signatory of BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee -4- 121 EXHIBIT D Signature [Reserved] EXHIBIT E [FORM OF REVERSE OF CERTIFICATESWARRANT CERTIFICATE] MELLON RESIDENTIAL FUNDING CORPORATION Mellon Bank Home Equity Installment Loan Instructions for Exercise of Warranty To exercise the Warrants evidenced hereby, the holder must pay in lawful money of [insert currency, currency units or composite currency] in cash or by bank wire transfer, in each case in immediately available funds [or by tendering of [insert title of debt security of Company]] the Warrant Price in full for Warrants exercised to [insert name of Warrant Agent] Corporate Trust 1998-1 Mortgage Pass-Through CertificatesDepartment, Series MHELT 1998-1 [insert address of Warrant Agent], Attn. _______ [or _______], which payment must specify the name of the holder and the number of Warrants exercised by such holder. In addition, the holder must complete the information required below and present this Warrant Certificate in person or by mail (registered mail is recommended) to the Warrant Agent at the addresses set forth below. This Certificate is one of a Warrant Certificate, completed and duly authorized issue of Certificates designated as Mellon Residential Funding Corporation Mortgage Pass-Through Certificatesexecuted, Series MHELT 1998-1 (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created must be received by the AgreementWarrant Agent within five business days of the payment. To Be Executed Upon Exercise of Warrant The Certificateholderundersigned hereby irrevocably elects to exercise _________ Warrants, evidenced by its acceptance of this Warrant Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder purchase [insert currency, currency units or composite currency and that the Trustee is not liable to the Certificateholders for any amount] principal amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms [Title of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following Warrant Securities] (the "Distribution DateWarrant Securities")) of The Coca-Cola Company and represents that he has tendered payment for such Warrant Securities in lawful money of [insert currency, commencing on the first Distribution Date specified on the face hereofcurrency units or composite currency] in cash or by bank wire transfer, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date each case in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds [or by tendering of insert title of debt security of Company]] to the account order of The Coca-Cola Company, c/o [insert name and address of Warrant Agent], in the amount of [insert currency, currency units or composite currency and amount] in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Securities be in fully registered form in the authorized denominations registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Holder hereof at Warrants evidenced hereby, the undersigned requests that a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified new Warrant Certificate representing the Trustee in writing at least five Business Days prior remaining Warrants evidenced hereby be issued and delivered to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location undersigned unless otherwise specified in the notice to Certificateholders instructions below. Dated: (Insert Taxpayer Identification Number Name ["TIN"], Social Security -------------------------------------- or Other Identifying Number (Please Print) of such final distribution. Holder) Address --------------------------------- --------------------------------- Signature --------------------------------- The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall Warrants evidenced hereby may be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer exercised at the Corporate Trust Office or the office or agency maintained by the Trustee in New Yorkfollowing address: By hand at ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- 14 By mail at ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- ----------------------------------------------- [Instructions as to form and delivery of Warrant Securities and, New Yorkif applicable, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such 124 holder's attorney duly authorized in writing, and thereupon one or more new Warrant Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees. The Certificates are issuable only unexercised Warrants -- complete as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and 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 Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Seller and the Trustee and any agent of the Depositor or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, nor any such agent shall be affected by any notice to the contrary. On any Distribution Date on which the Pool Principal Balance is less than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans, the Master Servicer will have the option to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all property acquired in respect of the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs and the Mortgage Loans are not sold in an Auction Sale for which the Trustee is required to solicit bids in the event the Master Servicer does not exercise its optional termination right as more fully described in the Agreement, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. 125 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fundappropriate.]