Common use of Exchangeable Certificates and the Class EC Certificates Clause in Contracts

Exchangeable Certificates and the Class EC Certificates. (a) Holders of Exchangeable Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall convert those Exchangeable Certificates for a like amount of Class EC Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Similarly, holders of the Class EC Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall exchange and convert those Certificates for a like amount of the related Classes of Exchangeable Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Exchangeable Certificates in the Exchange Proportion may be exchanged and converted for Class EC Certificates and Class EC Certificates may be exchanged and converted for all three Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part. This process may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced to zero as a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficits, exchanges and conversions shall no longer be permissible. With respect to any exchange and conversion, all three Classes of Exchangeable Certificates will be required in order to exchange and convert such Exchangeable Certificates to Class EC Certificates and Class EC Certificates can be exchanged and converted to all three Classes of Exchangeable Certificates, such exchange and conversion being calculated using the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than the outstanding Certificate Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately after the exchange and conversion, must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) surrendered for exchange and conversion immediately prior to such exchange and conversion. Each Class of Exchangeable Certificates exchanged and converted or received in any exchange and conversion must be at least its minimum Denomination set forth in Section 5.01. Class EC Certificates will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates exchanged for and converted to such Class EC Certificates. Any Collateral Support Deficits or other shortfalls, including as a result of Appraisal Reduction Events, allocated to Exchangeable Certificates that were exchanged for and converted to Class EC Certificates will be borne by such Class EC Certificates and any recoveries of such amounts shall be paid to such Class EC Certificates. Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates shall be deemed to be held by the Trustee in uncertificated form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement. (b) Exchangeable Certificates shall be exchangeable on the books of the Depository for Class EC Certificates, and Class EC Certificates shall be exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates or Class EC Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”). The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator. (c) With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s) of the Exchangeable Certificates or Class EC Certificate to be exchanged and converted and the Exchangeable Certificate or the Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable Certificates or the Class EC Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date. (d) In connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first distribution on an Exchangeable Certificate or Class EC certificates shall be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.

Exchangeable Certificates and the Class EC Certificates. (a) Holders of Exchangeable Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall convert those Exchangeable Certificates for a like amount of Class EC Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Similarly, holders of the Class EC Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall exchange and convert those Certificates for a like amount of the related Classes of Exchangeable Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Exchangeable Certificates in the Exchange Proportion may be exchanged and converted for Class EC Certificates and Class EC Certificates may be exchanged and converted for all three Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part. This process may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced to zero as a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficits, exchanges and conversions shall no longer be permissible. With respect to any exchange and conversion, all three Classes of Exchangeable Certificates will be required in order to exchange and convert such Exchangeable Certificates to Class EC Certificates and Class EC Certificates can be exchanged and converted to all three Classes of Exchangeable Certificates, such exchange and conversion being calculated using the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than the outstanding Certificate Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately after the exchange and conversion, must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) surrendered for exchange and conversion immediately prior to such exchange and conversion. Each Class of Exchangeable Certificates exchanged and converted or received in any exchange and conversion must be at least its minimum Denomination set forth in Section 5.01. Class EC Certificates will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates exchanged for and converted to such Class EC Certificates. Any Collateral Support Deficits or other shortfalls, including as a result of Appraisal Reduction Events, allocated to Exchangeable Certificates that were exchanged for and converted to Class EC Certificates will be borne by such Class EC Certificates and any recoveries of such amounts shall be paid to such Class EC Certificates. Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates shall be deemed to be held by the Trustee in uncertificated form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement. (b) Exchangeable Certificates shall be exchangeable on the books of the Depository for Class EC Certificates, and Class EC Certificates shall be exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates or Class EC Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”). The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator. (c) With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s) of the Exchangeable Certificates or Class EC Certificate to be exchanged and converted and the Exchangeable Certificate or the Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable Certificates or the Class EC Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date. (d) In connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first distribution on an Exchangeable Certificate or Class EC certificates shall be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.

Exchangeable Certificates and the Class EC Certificates. (a) Holders of Exchangeable Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall convert those Exchangeable Certificates for a like amount of Class EC Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Similarly, holders Holders of the Class EC Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall exchange and convert those Certificates for a like amount of the related Classes of Exchangeable Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Exchangeable Certificates in the Exchange Proportion may be exchanged and converted for Class EC Certificates and Class EC Certificates may be exchanged and converted for all three Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part. This process may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced to zero as a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficits, exchanges and conversions shall no longer be permissible. With respect to any exchange and conversion, all three Classes of Exchangeable Certificates will be required in order to exchange and convert such Exchangeable Certificates to Class EC Certificates and Class EC Certificates can be exchanged and converted to all three Classes of Exchangeable Certificates, such exchange and conversion being calculated using the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than the outstanding Certificate Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately after the exchange and conversion, must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) surrendered for exchange and conversion immediately prior to such exchange and conversion. Each Class of Exchangeable Certificates exchanged and converted or received in any exchange and conversion must be at least its minimum Denomination set forth in Section 5.01. Class EC Certificates will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates exchanged for and converted to such Class EC Certificates. Any Collateral Support Deficits or other shortfalls, including as a result of Appraisal Reduction Events, allocated to Exchangeable Certificates that were exchanged for and converted to Class EC Certificates will be borne by such Class EC Certificates and any recoveries of such amounts shall be paid to such Class EC Certificates. Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates shall be deemed to be held by the Trustee in uncertificated form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement. (b) Exchangeable Certificates shall be exchangeable on the books of the Depository for Class EC Certificates, and Class EC Certificates shall be exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates or Class EC Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”). The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator. (c) With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s) of the Exchangeable Certificates or Class EC Certificate to be exchanged and converted and the Exchangeable Certificate or the Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable Certificates or the Class EC Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date. (d) In connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first distribution on an Exchangeable Certificate or Class EC certificates shall be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.

Exchangeable Certificates and the Class EC Certificates. (a) Holders of Exchangeable Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall convert those Exchangeable Certificates for a like amount of Class EC Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Similarly, holders of the Class EC Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall exchange and convert those Certificates for a like amount of the related Classes of Exchangeable Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Exchangeable Certificates in the Exchange Proportion may be exchanged and converted for Class EC Certificates and Class EC Certificates may be exchanged and converted for all three Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part. This process may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced to zero as a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficits, exchanges and conversions shall no longer be permissible. With respect to any exchange and conversion, all three Classes of Exchangeable Certificates will be required in order to exchange and convert such Exchangeable Certificates to Class EC Certificates and Class EC Certificates can be exchanged and converted to all three Classes of Exchangeable Certificates, such exchange and conversion being calculated using the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than the outstanding Certificate Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately after the exchange and conversion, must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) surrendered for exchange and conversion immediately prior to such exchange and conversion. Each Class of Exchangeable Certificates exchanged and converted or received in any exchange and conversion must be at least its minimum Denomination set forth in Section 5.01. Class EC Certificates will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates exchanged for and converted to such Class EC Certificates. Any Collateral Support Deficits or other shortfalls, including as a result of Appraisal Reduction Events, allocated to Exchangeable Certificates that were exchanged for and converted to Class EC Certificates will be borne by such Class EC Certificates and any recoveries of such amounts shall be paid to such Class EC Certificates. Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates shall be deemed to be held by the Trustee in uncertificated form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement. (b) Exchangeable Certificates shall be exchangeable on the books of the Depository for Class EC Certificates, and Class EC Certificates shall be exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates or Class EC Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”). The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator. (c) With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s) of the Exchangeable Certificates or Class EC Certificate to be exchanged and converted and the Exchangeable Certificate or the Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable Certificates or the Class EC Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date. (d) In connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first distribution on an Exchangeable Certificate or Class EC certificates shall be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.

Exchangeable Certificates and the Class EC Certificates. (a) Holders of Exchangeable Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall convert those Exchangeable Certificates for a like amount of Class EC Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Similarly, holders Holders of the Class EC Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall exchange and convert those Certificates for a like amount of the related Classes of Exchangeable Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Exchangeable Certificates in the Exchange Proportion may be exchanged and converted for Class EC Certificates and Class EC Certificates may be exchanged and converted for all three Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part. This process may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced to zero as a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficits, exchanges and conversions shall no longer be permissible. With respect to any exchange and conversion, all three Classes of Exchangeable Certificates will be required in order to exchange and convert such Exchangeable Certificates to Class EC Certificates and Class EC Certificates can be exchanged and converted to all three Classes of Exchangeable Certificates, such exchange and conversion being calculated using the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than the outstanding Certificate Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately after the exchange and conversion, must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) surrendered for exchange and conversion immediately prior to such exchange and conversion. Each Class of Exchangeable Certificates exchanged and converted or received in any exchange and conversion must be at least its minimum Denomination set forth in Section 5.01. Class EC Certificates will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates exchanged for and converted to such Class EC Certificates. Any Collateral Support Deficits or other shortfalls, including as a result of Appraisal Reduction Events, allocated to Exchangeable Certificates that were exchanged for and converted to Class EC Certificates will be borne by such Class EC Certificates and any recoveries of such amounts shall be paid to such Class EC Certificates. Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates shall be deemed to be held by the Trustee in uncertificated form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement. (b) Exchangeable Certificates shall be exchangeable on the books of the Depository for Class EC Certificates, and Class EC Certificates shall be exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates or Class EC Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”). The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator. (c) With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s) of the Exchangeable Certificates or Class EC Certificate to be exchanged and converted and the Exchangeable Certificate or the Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable Certificates or the Class EC Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date. (d) In connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first distribution on an Exchangeable Certificate or Class EC certificates shall be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.

Exchangeable Certificates and the Class EC Certificates. (a) Holders of Exchangeable Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall convert those Exchangeable Certificates for a like amount of Class EC Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Similarly, holders of the Class EC Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall exchange and convert those Certificates for a like amount of the related Classes of Exchangeable Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Exchangeable Certificates in the Exchange Proportion may be exchanged and converted for Class EC Certificates and Class EC Certificates may be exchanged and converted for all three Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part. This process may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced to zero as a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficitsfull, exchanges and conversions shall no longer be permissible. With respect to any exchange and conversion, all three Classes of Exchangeable Certificates will be required in order to exchange and convert such Exchangeable Certificates to Class EC Certificates and Class EC Certificates can be exchanged and converted to all three Classes of Exchangeable Certificates, such exchange and conversion being calculated calculated, using the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than the outstanding Certificate Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately after the exchange and conversion, must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) surrendered for exchange and conversion immediately prior to such exchange and conversion. Each Class of Exchangeable Certificates exchanged and converted or received in any exchange and conversion must be at least its minimum Denomination set forth in Section 5.01. Class EC Certificates will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates exchanged for and converted to such Class EC Certificates. Any Collateral Support Deficits or other shortfalls, including as a result of Appraisal Reduction Events, allocated to Exchangeable Certificates that were exchanged for and converted to Class EC Certificates will be borne by such Class EC Certificates and any recoveries of such amounts shall be paid to such Class EC Certificates. Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates shall be deemed to be held by the Trustee in uncertificated form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement. (b) Exchangeable Certificates shall be exchangeable on the books of the Depository for Class EC Certificates, and Class EC Certificates shall be exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor); provided, however, that if Exchangeable Certificates or Class EC Certificates are Definitive Certificates, Exchangeable Certificates that have been exchanged and converted for Class EC Certificates shall be cancelled, but shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement and shall be held in uncertificated form by the Certificate Administrator on behalf of the Trustee as assets of the Grantor Trust. In order to effect an exchange of the Exchangeable Certificates or Class EC Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx the email address on the Certificate Administrator’s website no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”). The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator; provided that no exchanges under this Section 5.09 shall occur with respect to a Temporary Regulation S Global Certificate prior to the Exchange Date. (c) With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s) Number of the Exchangeable Certificates or Class EC Certificate to be exchanged and converted and the Exchangeable Certificate or the Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable Certificates or the Class EC Certificates to be exchanged and convertedexchanged, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. After receiving the notice, the Certificate Administrator shall e-mail the Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to the exchange fee. The Certificateholder will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date. (d) In connection with each exchangeexchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the Certificateholder may be required shall pay the Certificate Administrator an exchange fee of $5,000, and such fee (together with any other expenses related to pay certain such exchange (including fees charged by DTC and such fees DTC)) must be received by the Certificate Administrator prior to the exchange date Exchange Date or such exchange shall will not be effected. The first distribution on an Exchangeable Certificate or Class EC certificates shall Certificates will be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificateCertificate. Neither the Certificate Administrator nor the Depositor shall will have any obligation to ensure the availability of the applicable certificates Certificates to accomplish any exchange.

Exchangeable Certificates and the Class EC Certificates. (a) Holders of Exchangeable Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall convert those Exchangeable Certificates for a like amount of Class EC Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Similarly, holders of the Class EC Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall exchange and convert those Certificates for a like amount of the related Classes of Exchangeable Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V hereof. Exchangeable Certificates in the Exchange Proportion may be exchanged and converted for Class EC Certificates and Class EC Certificates may be exchanged and converted for all three Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part. This process may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced to zero as a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficitsfull, exchanges and conversions shall no longer be permissible. With respect to any exchange and conversion, all three Classes of Exchangeable Certificates will be required in order to exchange and convert such Exchangeable Certificates to Class EC Certificates and Class EC Certificates can be exchanged and converted to all three Classes of Exchangeable Certificates, such exchange and conversion being calculated calculated, using the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than the outstanding Certificate Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately after the exchange and conversion, must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) surrendered for exchange and conversion immediately prior to such exchange and conversion. Each Class of Exchangeable Certificates exchanged and converted or received in any exchange and conversion must be at least its minimum Denomination set forth in Section 5.01. Class EC Certificates will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates exchanged for and converted to such Class EC Certificates. Any Collateral Support Deficits or other shortfalls, including as a result of Appraisal Reduction Events, allocated to Exchangeable Certificates that were exchanged for and converted to Class EC Certificates will be borne by such Class EC Certificates and any recoveries of such amounts shall be paid to such Class EC Certificates. Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates shall be deemed to be held by the Trustee in uncertificated form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement. (b) Exchangeable Certificates shall be exchangeable on the books of the Depository for Class EC Certificates, and Class EC Certificates shall be exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates or Class EC Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”). The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator. (c) With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s) of the Exchangeable Certificates or Class EC Certificate to be exchanged and converted and the Exchangeable Certificate or the Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable Certificates or the Class EC Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder will utilize the “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date. (d) In connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first distribution on an Exchangeable Certificate or Class EC certificates shall be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.