Common use of THE CERTIFICATES AND THE CLASS C CERTIFICATES Clause in Contracts

THE CERTIFICATES AND THE CLASS C CERTIFICATES.

THE CERTIFICATES AND THE CLASS C CERTIFICATES. SECTION 9.01. The Certificates and the Class C Certificates. The Class A, the Class M, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A-1, A-2, A-3, B, C and I, as applicable, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Originator. The Group I Fixed Rate Loans, Group I Adjustable Rate Loans and Group II Adjustable Rate Loans together and the Group II Fixed Rate Loans separately shall be deemed to be separate sub-trusts under the Trust. The Class A, the Class M and the Class B Certificates shall be evidenced by (i) one or more Class A-1A ARM Certificates evidencing $175,000,000 in Original Class A-1A ARM Principal Balance, (ii) one or more Class A-1B ARM Certificates evidencing $75,000,000 in Original Class A-1B ARM Principal Balance, (iii) one or more Class A-1 Certificates evidencing $88,000,000 in Original Class A-1 Principal Balance, (iv) one or more Class A-2 Certificates evidencing $124,500,000 in Original Class A-2 Principal Balance, (v) one or more Class A-3 Certificates evidencing $39,368,000 in Original Class A-3 Principal Balance, (vi) one or more Class A-3A Certificates evidencing $95,881,580 in Original Class A-3A Principal Balance, (vii) one or more Class A-4 IO Certificates evidencing a Class A-4 IO Original Notional Principal Amount of $75,000,000, (viii) one or more Class M-1 Certificates evidencing $42,375,000 in Original Class M-1 Principal Balance, (ix) one or more Class M-2 Certificates evidencing $43,875,000 in Original Class M-2 Principal Balance, (x) one or more Class B-1 Certificates evidencing $26,250,000 in Original Class B-1 Principal Balance and (xi) one or more Class B-2 Certificates representing $28,500,420 in Original Class B-2 Principal Balance, beneficial ownership of such Classes of Certificates (other than the Class B-2 Certificates) to be held through Book-Entry Certificates in minimum dollar denominations of $1,000 and integral multiples of $1.00 in excess thereof. The Class C Subsidiary Certificate shall be evidenced by a single Class C Certificate issued on the Closing Date to the Originator and shall represent 100% of the Percentage Interest of the Class C Subsidiary Certificates. The Class C Master Certificate shall be evidenced by a single Class C Certificate issued on the Closing Date to the Originator and shall represent 100% of the Percentage Interest of the Class C Master Certificates. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or the Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificates, or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificates or Class C Certificate has been duly executed and delivered hereunder. All 9-1 Certificates and the Class C Certificates shall be dated the date of their execution, except for those Certificates and the Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

THE CERTIFICATES AND THE CLASS C CERTIFICATES. SECTION 9.01. The Certificates and Class C Certificates. The Class HI: A, the Class HI: M-1, the Class HI: M-2, the Class HI: B-1, the Class HI: B-2, the Class HE: A, the Class HE: M-1, the Class HE: M-2, the Class HE: B-1, the Class HE: B-2 and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C, D-1, D-2, D-3, E, F and L, as applicable, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Certificates shall be evidenced by (i) one or more Class HI: A-1 Certificates representing $83,000,000 in Original Class HI: A-1 Principal Balance, (ii) one or more Class HI: A-2 Certificates representing $67,000,000 in Original Class HI: A-2 Principal Balance, (iii) one or more Class HI: A-3 Certificates representing $25,000,000 in Original Class HI: A-3 Principal Balance, (iv) one or more Class HI: A-4 Certificates representing $33,500,000 in Original Class HI: A-4 Principal Balance, (v) one or more Class HI: A-5 Certificates representing $30,750,000 in Original Class HI: A-5 Principal Balance, (vi) one or more Class HI: M-1 Certificates representing $24,750,000 in Original Class HI: M-1 Principal Balance, (vii) one or more Class HI: M-2 Certificates representing $12,900,000 in Original Class HI: M-2 Principal Balance, (viii) one or more Class HI: B-1 Certificates representing $9,150,000 in Original Class HI: B-1 Principal Balance, (ix) one or more Class HI: B-2 Certificates representing $13,950,000 in Original Class HI: B-2 Principal Balance, (x) one or more Class HE: A-1A ARM Certificates representing $30,000,000 in Original Class HE: A-1A ARM Principal Balance, (xi) one or more Class HE: A-1B ARM Certificates representing $245,000,000 in Original Class HE: A-1B ARM Principal Balance, (xii) one or more Class HE: A-1 Certificates representing $270,000,000 in Original Class HE: A-1 Principal Balance, (xiii) one or more Class HE: A-2 Certificates representing $117,000,000 in Original Class HE: A-2 Balance, (xiv) one or more Class HE: A-3 Certificates representing $107,000,000 in Original Class HE: A-3 Principal Balance, (xv) one or more Class HE: A-4 Certificates representing $28,000,000 in Original Class HE: A-4 Principal Balance, (xvi) one or more Class HE: A-5 Certificates representing $36,250,000 in Original Class HE: A-5 Principal Balance, (xvii) one or more Class HE: A-6 Certificates representing $82,500,000 in Original Class HE: A-6 Principal Balance, (xviii) one or more Class HE: A-7 IO Certificates representing $110,000,000 in Class HE: A-7 IO Original Notional Principal Amount, (xix) one or more Class HE: M-1 Certificates representing $51,150,000 in Original Class HE: M-1 Principal Balance, (xx) one or more Class HE: M-2 Certificates representing $52,800,000 in Original Class HE: M-2 Principal Balance, (xxi) one or more Class HE: B-1 Certificates representing $40,700,000 in Original Class HE: B-1 Principal Balance, and (xxii) one or more Class HE: B-2 Certificates representing $39,600,000 in Original Class HE: B-2 Principal Balance, beneficial ownership of such Classes of Certificates (other than the Class HI: B-2 Certificates and the Class HE: B-2 Certificates) to be held through Book-Entry Certificates in minimum dollar denominations of $1,000. The Class C Subsidiary Certificate shall be evidenced by a single Class C Certificate issued on the Closing Date to the Company and shall represent 100% of the Percentage Interest of the Class C Subsidiary Certificates. The Class C Master Certificate shall be evidenced by a single Class C Certificate issued on the Closing Date to the Company and shall represent 100% of the Percentage Interest of the Class C Master Certificates. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or the Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificates, or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and the Class C Certificates shall be dated the date of their execution, except for those Certificates and the Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

THE CERTIFICATES AND THE CLASS C CERTIFICATES. SECTION 9.01. The Certificates and Class C Certificates. The Class HI: A, the Class HI: M-1, the Class HI: M-2, the Class HI: B-1, the Class HI: B-2, the Class HE: A, the Class HE: M-1, the Class HE: M-2, the Class HE: B-1, the Class HE: B-2 and the Class C Certificates shall be substantially in the forms set forth in Xxxxxxxx X, X, X, X-0, X-0, X-0, E, F and L, as applicable, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Certificates shall be evidenced by (i) one or more Class HI: A-1 Certificates representing $44,331,000 in Original Class HI: A-1 Principal Balance, (ii) one or more Class HI: A-2 Certificates representing $30,710,000 in Original Class HI: A-2 Principal Balance, (iii) one or more Class HI: A-3 Certificates representing $32,959,000 in Original Class HI: A-3 Principal Balance, (iv) one or more Class HI: M-1 Certificates representing $10,800,000 in Original Class HI: M-1 Principal Balance, (v) one or more Class HI: M-2 Certificates representing $6,750,000 in Original Class HI: M- 2 Principal Balance, (vi) one or more Class HI: B-1 Certificates representing $6,412,000 in Original Class HI: B-1 Principal Balance, (vii) one or more Class HI: B-2 Certificates representing $3,038,000 in Original Class HI: B-2 Principal Balance, (viii) one or more Class HE: A-1 ARM Certificates representing $130,000,000 in Original Class HE: A-1 ARM Principal Balance, (ix) one or more Class HE: A-1 Certificates representing $210,936,000 in Original Class HE: A-1 Principal Balance, (x) one or more Class HE: A-2 Certificates representing $123,694,000 in Original Class HE: A-2 Principal Balance, (xi) one or more Class HE: A-3 Certificates representing $72,254,000 in Original Class HE: A-3 Principal Balance, (xii) one or more Class HE: A-4 Certificates representing $10,789,000 in Original Class HE: A-4 Principal Balance, (xiii) one or more Class HE: A-5 Certificates representing $14,077,000 in Original Class HE: A-5 Principal Balance; (xiv) one or more Class HE: A-6 Certificates representing $35,000,000 in Original Class HE: A-6 Principal Balance; (xv) one or more Class HE: A-7 IO Certificates representing $35,000,000 in Original Class HE: A-7 IO Notional Amount; (xvi) one or more Class HE: M-1 Certificates representing $42,560,000 in Original Class HE: M-1 Principal Balance, (xvii) one or more Class HE: M-2 Certificates representing $26,390,000 in Original Class HE: M-2 Principal Balance, (xviii) one or more Class HE: B-1 Certificates representing $24,675,000 in Original Class HE: B-1 Principal Balance, and (xix) one or more Class HE: B-2 Certificates representing $9,625,000 in Original Class HE: B-2 Principal Balance, beneficial ownership of such Classes of Certificates to be held through Book-Entry Certificates in minimum dollar denominations of $1,000. The Class C Subsidiary Certificate shall be evidenced by a single Class C Certificate issued on the Closing Date to the Company and shall represent 100% of the Percentage Interest of the Class C Subsidiary Certificates. The Class C Master Certificate shall be evidenced by a single Class C Certificate issued on the Closing Date to the Company and shall represent 100% of the Percentage Interest of the Class C Master Certificates. 9-1 The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or the Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificates, or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and the Class C Certificates shall be dated the date of their execution, except for those Certificates and the Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

THE CERTIFICATES AND THE CLASS C CERTIFICATES. SECTION 9.01. The Certificates and the Class C Certificates. The Class A, the Class M, the Class B, the Class P and the Class C Certificates shall be substantially in the forms set forth in Exhibits A-1, A-2, A-3, B-1, B-2, C-1, C-2, Q and I, as applicable, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Originator. The Class A, the Class M and the Class B Certificates shall be evidenced by (i) one or more Class AV-1 Certificates evidencing $205,778,858 in Original Class AV-1 Principal Balance, (ii) one or more Class AV-2 Certificates evidencing $28,854,474 in Original Class AV-2 Principal Balance, (iii) one or more Class MV-1 Certificates evidencing $20,750,000 in Original Class MV-1 Principal Balance, (iv) one or more Class MV-2 Certificates evidencing $17,200,000 in Original Class MV-2 Principal Balance, (v) one or more Class BV-1 Certificates evidencing $12,750,000 in Original Class BV-1 Principal Balance, (vi) one or more Class AF-1 Certificates evidencing $178,634,491 in Original Class AF-1 Principal Balance, (vii) one or more Class AF-2 Certificates evidencing $129,334,162 in Original Class AF-2 Principal Balance, (viii) one or more Class AF-3 Certificates evidencing $39,333,268 in Original Class AF-3 Principal Balance, (ix) one or more Class AF-4 Certificates evidencing $51,500,000 in Original Class AF-4 Principal Balance, (x) one or more Class AF-5 Certificates evidencing $38,196,744 in Original Class AF-5 Principal Balance, (xi) one or more Class AF-6 Certificates evidencing $51,268,000 in Original Class AF-6 Principal Balance, (xii) one or more Class A-IO Certificates evidencing a Class A-IO Original Notional Principal Amount of $90,000,000, (xiii) one or more Class MF-1 Certificates evidencing $32,700,000 in Original Class MF-1 Principal Balance, (xiv) one or more Class MF-2 Certificates evidencing $30,300,000 in Original Class MF-2 Principal Balance, (xv) one or more Class BF-1 Certificates evidencing $19,400,000 in Original Class BF-1 Principal Balance, (xvi) one or more Class B-2 Certificates representing $30,500,003 in Original Class B-2 Principal Balance, and (xvii) one or more Class P Certificates evidencing $100 in Original Class P Principal Balance, beneficial ownership of such Classes of Certificates (other than the Class P Certificates) to be held through Book-Entry Certificates in minimum dollar denominations of $1,000 and integral multiples of $1.00 in excess thereof. The Class C Subsidiary Certificate shall be evidenced by a single Class C Certificate issued on the Closing Date to the Originator and shall represent 100% of the Percentage Interest of the Class C Subsidiary Certificates. The Class C Master Certificate shall be evidenced by a single Class C Certificate issued on the Closing Date to the Originator and shall represent 100% of the Percentage Interest of the Class C Master Certificates. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or the Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificates, or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificates or Class C Certificate has been duly executed and delivered hereunder. All Certificates and the Class C Certificates shall be dated the date of their execution, except for those Certificates and the Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.