Common use of The Certificates Clause in Contracts

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 9.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. Exhibit A through F. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 10.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Trust Administrator in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee Trust Administrator by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee Trust Administrator shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee Trust Administrator on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer upon the written order of the Depositor. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such certificate a Certificate of Authentication in the form provided herein, executed by the Trustee by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the written direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (xa) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance or Percentage Interest of any Class of Certificates or (CB) Certificates of any Class with an aggregate principal Denominations Denomination of not less than $1,000,000 or (yb) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall be issued in one or more registered, definitive, physical certificates substantially in the forms attached hereto as exhibits. form of Exhibit B. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) printed or typewritten form and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature on behalf of an Authorized Officer of the Trustee by an authorized officerOwner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be validly issued and entitled to the Trusteebenefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificate. No Certificates. (b) If transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee of such Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, rights and subject to the obligations of a Certificateholder hereunder upon such countersignature upon any transferee’s acceptance of a Certificate shall be conclusive evidence, and the only evidence, that duly registered in such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates transferee’s name pursuant to be issued at the direction of the DepositorSection 3.04. (c) The Transferor, or any affiliate Affiliate thereof, as the sole Certificateholder, may exchange all or a portion of the Certificates for additional securities issued by the Issuer pursuant to this Agreement or one or more supplemental indentures to the Indenture or amendments to this Agreement. The Depositor shall provideSuch additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Transferor (or such Affiliate), each having the characteristics, rights and obligations as may be directed by the Transferor (or such Affiliate), which may include subordination to one or more other classes of such additional securities, so long as each of the following conditions is satisfied: (i) either (A) the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the Certificateholders immediately prior to the issuance of such additional securities, as evidenced by an Opinion of Counsel provided by the Transferor (or such Affiliate) to the Trustees or (B) the holders of 100% of the Notes Outstanding consent to the terms of the exchange; (ii) the exchange must not result in the redemption of any Security in exchange for assets of the Issuer or any sale or disposition of the assets of the Issuer; (iii) the Rating Agency Condition has been satisfied with respect to the issuance of such additional securities; and (iv) the Transferor (or such Affiliate) has provided to the Trustees an Opinion of Counsel to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interests of any Noteholder, (B) cause any Note to be provideddeemed to have been exchanged for purposes of Section 1001 of the Code, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes or (D) adversely affect the treatment of the Notes as debt for federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Transferor, be secured by all or a portion of the Trust Estate, so long as such security interest is subordinated in priority to the Trustee on a continuous basissecurity interest granted to the Noteholders pursuant to the Indenture. Subject to this Section and the terms of the other Basic Documents, an adequate inventory the Issuer, will take (at the expense of Certificates the Transferor) all actions requested by the Transferor to facilitate transfersthe issuance and sale of any such additional securities or the grant and perfection of any security interest granted pursuant to this Section, including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Transferor to perfect such security interest. Notwithstanding any exchange of the Certificates made pursuant to the terms of this Section 3.02(c), there shall at all times be at least one Certificateholder.

The Certificates. (a) The Certificates shall be issued in one or more registered, definitive, physical certificates substantially in the forms attached hereto as exhibits. form of Exhibit B. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) printed or typewritten form and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature on behalf of an Authorized Officer of the Trustee by an authorized officerOwner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be validly issued and entitled to the Trusteebenefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificate. No Certificates. (b) If transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee of such Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, rights and subject to the obligations of a Certificateholder hereunder upon such countersignature upon any transferee’s acceptance of a Certificate shall be conclusive evidence, and the only evidence, that duly registered in such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates transferee’s name pursuant to be issued at the direction of the DepositorSection 3.04. (c) The Transferor, or any affiliate Affiliate thereof, as the sole Certificateholder, may exchange all or a portion of the Certificates for additional securities issued by the Issuer pursuant to this Agreement or one or more supplemental indentures to the Indenture or amendments to this Agreement. The Depositor shall provideSuch additional securities may consist of one or more classes of notes, certificates or other securities, as directed by the Transferor (or such Affiliate), each having the characteristics, rights and obligations as may be directed by the Transferor (or such Affiliate), which may include subordination to one or more other classes of such additional securities, so long as each of the following conditions is satisfied: (i) either (1) the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the Certificateholders immediately prior to the issuance of such additional securities, as evidenced by an Opinion of Counsel provided by the Transferor (or such Affiliate) to the Trustees or (2) the holders of 100% of the Notes Outstanding consent to the terms of the exchange; (ii) the exchange must not result in the redemption of any Security in exchange for assets of the Issuer or any sale or disposition of the assets of the Issuer; (iii) the Rating Agency Condition has been satisfied with respect to the issuance of such additional securities; and (iv) the Transferor (or such Affiliate) has provided to the Trustees an Opinion of Counsel to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interests of any Noteholder, (B) cause any Note to be provideddeemed to have been exchanged for purposes of Section 1001 of the Code, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes or (D) adversely affect the treatment of the Notes as debt for federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Transferor, be secured by all or a portion of the Trust Estate, so long as such security interest is subordinated in priority to the Trustee on a continuous basissecurity interest granted to the Noteholders pursuant to the Indenture. Subject to this Section and the terms of the other Basic Documents, an adequate inventory the Issuer, will take (at the expense of Certificates the Transferor) all actions requested by the Transferor to facilitate transfersthe issuance and sale of any such additional securities or the grant and perfection of any security interest granted pursuant to this Section, including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Transferor to perfect such security interest. Notwithstanding any exchange of the Certificates made pursuant to the terms of this Section 3.02(c), there shall at all times be at least one Certificateholder.

The Certificates. The Each of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates, the Class P Certificates, the Class C Certificates and the Residual Certificates shall be substantially in the forms attached annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Class A Certificates, the Mezzanine Certificates and the Class B Certificates shall be issuable in registered form, in the initially evidenced by one or more Certificates representing a Percentage Interest with a minimum denominations, dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess thereof (thereof, except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class P Certificates, the Class C Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder outstanding at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registerone time. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the TrusteeTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless countersigned such Certificate shall have been manually authenticated by the Trustee by manual signaturesubstantially in the form provided for herein, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing DateSubject to Section 5.02(c), the Trustee Class A Certificates and the Mezzanine Certificates shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereofBook-Entry Certificates. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory other Classes of Certificates to facilitate transfersshall not be Book-Entry Certificates.

The Certificates. The Certificates shall be substantially Class A Certificate and the Class B Certificate, each evidencing a beneficial interest in the forms attached hereto as exhibits. The Certificates shall be issuable in registered formIssuer, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature of an authorized officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an authorized officerofficer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be valid and binding obligations of the TrusteeIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such CertificateCertificates. No The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit B-1 or B-2 hereto, as applicable. The Class A Certificate shall be issued in a Percentage Interest of 100.00%. The Class B Certificate shall be issued with a Class B Certificate Principal Balance initially of $0, which may be increased up to an amount equal to the Additional Receivables Transfer Amount for any Acquisition Date, as set forth in Section 3.10 and shall not bear interest. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.3. The Certificateholders will receive any benefit amounts (i) not needed on a Payment Date to pay the Notes and the Issuer’s other obligations under the Indenture, the Transfer and Servicing Agreement and this Agreement, or be valid for any purpose(ii) remaining in the Reserve Account, unless countersigned by the Trustee by manual signatureAcquisition Account and the Negative Carry Account after payment in full of the Notes, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date (iii) received in respect of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersTemporarily Excluded Receivables.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 7.01 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust by an authorized officerofficer of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A through H hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. Exhibit A through F. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibitsexhibits hereto. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 9.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A through F hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples of $1,000 in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of exceed the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to before the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Trustee shall execute the Certificates shall be executed by the manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to before the countersignature and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provideprovide the Trustee, or cause to be provided, to the Trustee on a continuous basis, basis with an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. Exhibits A through F. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 10.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Trust Administrator in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee Trust Administrator by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee Trust Administrator shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee Trust Administrator on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A, B, C, D, E and F hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefortherefore, if (i) such Holder has so notified the Trustee Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (Cc) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class X and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, Depositor or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officerofficer upon the written order of the Depositor. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the written direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restriction or transfer imposed under Article V of this Agreement or under applicable law with respect to any transfer of any Certificate, or any interest therein, other than to require delivery of the certification(s) and/or opinions of counsel described in Article V applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register. The Trustee shall have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates made in violation of applicable restrictions.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Trustee to register the Class X and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Trustee, the Trustee shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall be issued in one or more registered, definitive, physical certificates substantially in the forms attached hereto as exhibits. form of Exhibit A. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) printed or typewritten form and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature on behalf of an Authorized Officer of the Trustee by an authorized officerOwner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be validly issued and entitled to the Trusteebenefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificate. No Certificates. (b) If Transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee of such Certificate shall become a Certificateholder, and shall be entitled to any benefit under the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.04. (c) The Depositor as the sole Certificateholder may exchange all or a portion of the Certificates for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or be valid for any purposeother securities, unless countersigned as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities), so long as the following conditions are satisfied: (i) the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the Certificateholders immediately prior to the issuance of such additional securities (unless the Holders of 100% of the Notes Outstanding otherwise consent); (ii) the Rating Agencies have provided written confirmation that the issuance of such additional securities will not adversely affect the ratings of the Notes; and (iii) the Depositor has provided to the Indenture Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidenceOwner Trustee an Opinion of Counsel to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interests of any Noteholder, that (B) cause any Note to be deemed sold or exchanged, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes or (D) adversely affect the treatment of the Notes as debt for United States federal income tax purposes. Without limiting the foregoing, one or more classes of such Certificate has been duly executed additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Estate, so long as such security interest is subordinated in priority to the security interest granted to the Noteholders pursuant to the Indenture. Subject to this Section and delivered hereunder. All Certificates shall be dated the date terms of their countersignature. On the Closing Dateother Basic Documents, the Trustee shall countersign the Certificates to be issued Issuer will take (at the direction expense of the Depositor, or any affiliate thereof. The ) all actions requested by the Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersthe issuance and sale of any such additional securities or the grant and perfection of any security interest granted pursuant to this Section, including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Certificates. (a) The Certificates shall be issued in one or more registered, definitive, physical certificates substantially in the forms attached hereto as exhibits. form of Exhibit A. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) printed or typewritten form and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature on behalf of an Authorized Officer of the Trustee by an authorized officerOwner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be validly issued and entitled to the Trusteebenefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificate. No Certificates. (b) If Transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee of such Certificate shall become a Certificateholder, and shall be entitled to any benefit under the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.04. (c) The Depositor as the sole Certificateholder may exchange all or a portion of the Certificates for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or be valid for any purposeother securities, unless countersigned as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities), so long as the following conditions are satisfied: (i) the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the Certificateholders immediately prior to the issuance of such additional securities (unless the Holders of 100% of the Notes Outstanding otherwise consent); (ii) the Rating Agencies have provided written confirmation that the issuance of such additional securities will not adversely affect the ratings of the Notes; and (iii) the Depositor has provided to the Indenture Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidenceOwner Trustee an Opinion of Counsel to the effect that the issuance of such additional securities will not (1) adversely affect in any material respect the interests of any Noteholder, that (2) cause any Note to be deemed sold or exchanged, (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes or (4) adversely affect the treatment of the Notes as debt for federal income tax purposes. Without limiting the foregoing, one or more classes of such Certificate has been duly executed additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Estate, so long as such security interest is subordinated in priority to the security interest granted to the Noteholders pursuant to the Indenture. Subject to this Section and delivered hereunder. All Certificates shall be dated the date terms of their countersignature. On the Closing Dateother Basic Documents, the Trustee shall countersign the Certificates to be issued Issuer, will take (at the direction expense of the Depositor, or any affiliate thereof. The ) all actions requested by the Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersthe issuance and sale of any such additional securities or the grant and perfection of any security interest granted pursuant to this Section, including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class P and Class X Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee, or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior therefor as directed by that Certificateholder by written wire instructions provided to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 Securities Administrator or (y) ), in the event that no wire instructions are provided to the Securities Administrator, by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, Depositor or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. Exhibits A through F. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 10.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Trust Administrator in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Trust Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Trust Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee Trust Administrator on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. Exhibit A. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary StatementStatement to this Agreement. Subject to Section 9.02 hereof 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities thereforby check, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing as provided in the Certificate RegisterSection 6.06. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A, C, D, F and G hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A, B, C, D, E and F hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A, B, C, D, E and F hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefore, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Principal Balance of any Class of Certificates or (c) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class X and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class Class mail to such Certificateholder at the address of such holder appearing in the Certificate Register; provided, however, so long as such Certificate is a Book-Entry Certificate, all distributions on such Certificate will be made through the Depository or the Depository Participant. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A through H hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. Subject to Section 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereofauthentication. The Depositor shall provide, or cause to be provided, to the Trustee Trust Administrator on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall will be substantially in the respective forms attached hereto as exhibitsExhibit A; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates shall will be issuable in registered formform only; provided, however, that in accordance with Section 5.03 beneficial ownership interests in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may Regular Certificates shall initially be issued in a different amount which must be in excess held and transferred through the book-entry facilities of the applicable minimum denomination) and aggregate Depository. The Regular Certificates will be issuable only in denominations per Class set forth in corresponding to initial Certificate Principal Balances or initial Certificate Notional Amounts, as the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificatescase may be, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% as of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations Closing Date of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing 10,000 in the Certificate Registercase of the Registered Certificates, $1,000,000 in the case of the Class X Certificates, and $250,000 in the case of Non-Registered Certificates (other than the Residual Certificates and the Class X Certificates), and in each such case in integral multiples of $1 in excess thereof. The Class Z Certificates, Class R-I Certificates and the Class R-II Certificates shall have no minimum denomination and shall each be represented by a single definitive certificate. (b) The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder by an authorized officersignatory. Certificates bearing the manual or facsimile signatures of individuals who were, were at any time the time when such signatures were affixed, authorized to sign on behalf signatories of the Trustee Certificate Registrar shall bind be entitled to all benefits under this Agreement, subject to the Trusteefollowing sentence, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless countersigned there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee Authenticating Agent by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. (a) (See Section 5.01(a) of the Standard Terms) (b) (See Section 5.01(b) of the Standard Terms) (c) If the Class A-V Certificates are Definitive Certificates, from time to time Residential Funding, as the initial Holder of the Class A-V Certificates, may exchange such Holder's Class A-V Certificates for Subclasses of Class A-V Certificates to be issued under this Agreement by delivering a "Request for Exchange" substantially in the form attached to this Agreement as Exhibit N executed by an authorized officer, which Subclasses, in the aggregate, will represent the Uncertificated Class A-V REMIC Regular Interests corresponding to the Class A-V Certificates so surrendered for exchange. Any Subclass so issued shall bear a numerical designation commencing with Class A-V-1 and continuing sequentially thereafter, and will evidence ownership of the Uncertificated REMIC Regular Interest or Interests specified in writing by such initial Holder to the Trustee. The Certificates Trustee may conclusively, without any independent verification, rely on, and shall be protected in relying on, Residential Funding's determinations of the Uncertificated Class A-V REMIC Regular Interests corresponding to any Subclass, the Initial Notional Amount and the initial Pass-Through Rate on a Subclass as set forth in such Request for Exchange and the Trustee shall have no duty to determine if any Uncertificated Class A-V REMIC Regular Interest designated on a Request for Exchange corresponds to a Subclass which has previously been issued. Each Subclass so issued shall be substantially in the forms form set forth in Exhibit A and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery in accordance with Section 5.01(a). Every Certificate presented or surrendered for exchange by the initial Holder shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer attached hereto as exhibitsto such Certificate and shall be completed to the satisfaction of the Trustee and the Certificate Registrar duly executed by, the initial Holder thereof or his attorney duly authorized in writing. The Certificates shall of any Subclass of Class A-V Certificates may be issuable transferred in registered formwhole, but not in part, in accordance with the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess provisions of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers5.02.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount an Interest Only Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class X and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Depositor hereby directs the Securities Administrator to transfer the Class X and Class P Certificates in the name of the NIM Trustee or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee, or to such other person or persons as the Depositor shall request. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior therefor as directed by that Certificateholder by written wire instructions provided to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 Securities Administrator or (y) ), in the event that no wire instructions are provided to the Securities Administrator, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices office at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibitsExhibit A hereto. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary StatementStatement and, to the extent applicable, in integral multiples of $1 in excess thereof. Subject to Section 9.02 9.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to Securities Administrator not later than the related applicable Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance Principal Amount of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officersignatory of the Securities Administrator. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee Securities Administrator by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee Securities Administrator shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee Securities Administrator on a continuous basis, an adequate inventory of specimen Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. Exhibits A though F. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount an Interest Only Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. in Exhibits A, B, C and E. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 10.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee Trust Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Trust Administrator in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Trust Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Trust Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee Trust Administrator on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature execution and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Trustee to register the Class X, Class X-1 and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Trustee, the Depositor hereby directs the Trustee to transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver such Class X and Class P Certificates to Deutsche Bank National Trust Company, as NIM Trustee, or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified therefor as directed by that Certificateholder by written wire instructions provided to the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) ), in the event that no wire instructions are provided to the Trustee, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 9.03 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature execution and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall will be substantially in the respective forms attached hereto as exhibitsExhibit A; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates shall will be issuable in registered formform only; provided, however, that in accordance with Section 5.03 beneficial ownership interests in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may Regular Certificates shall initially be issued in a different amount which must be in excess held and transferred through the book-entry facilities of the applicable minimum denomination) and aggregate Depository. The Regular Certificates will be issuable only in denominations per Class set forth in corresponding to initial Certificate Principal Balances or initial Certificate Notional Amounts, as the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificatescase may be, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% as of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations Closing Date of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing 10,000 in the Certificate Registercase of the Registered Certificates, $1,000,000 in the case of the Class IO Certificates, and $250,000 in the case of Non-Registered Certificates (other than the Residual Certificates and the Class IO Certificates), and in each such case in integral multiples of $1 in excess thereof. The Class Z Certificates, Class R-I Certificates and the Class R-II Certificates shall have no minimum denomination and shall each be represented by a single definitive certificate. (b) The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder by an authorized officersignatory. Certificates bearing the manual or facsimile signatures of individuals who were, were at any time the time when such signatures were affixed, authorized to sign on behalf signatories of the Trustee Certificate Registrar shall bind be entitled to all benefits under this Agreement, subject to the Trusteefollowing sentence, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless countersigned there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee Authenticating Agent by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. (a) The Certificates shall be issued in one or more registered, definitive, physical certificates substantially in the forms attached hereto as exhibits. form of Exhibit A. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) printed or typewritten form and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature on behalf of an Authorized Officer of the Trustee by an authorized officerOwner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be validly issued and entitled to the Trusteebenefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificate. No Certificates. (b) If Transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee of such Certificate shall become a Certificateholder, and shall be entitled to any benefit under the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.04. (c) The Depositor as the sole initial Certificateholder may exchange all or a portion of the Certificates for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or be valid for any purposeother securities, unless countersigned as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities), so long as the following conditions are satisfied: (i) the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the Certificateholders immediately prior to the issuance of such additional securities (unless the Holders of 100% of the Notes Outstanding otherwise consent); (ii) the Rating Agencies have provided written confirmation that the issuance of such additional securities will not adversely affect the ratings of the Notes; and (iii) the Depositor has provided to the Indenture Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidenceOwner Trustee an Opinion of Counsel to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interests of any Noteholder, that (B) cause any Note to be deemed sold or exchanged for United States federal income tax purposes, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes or (D) adversely affect the treatment of the Notes as debt for United States federal income tax purposes. Without limiting the foregoing, one or more classes of such Certificate has been duly executed additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Estate, so long as such security interest is subordinated in priority to the security interest granted to the Noteholders pursuant to the Indenture. Subject to this Section and delivered hereunder. All Certificates shall be dated the date terms of their countersignature. On the Closing Dateother Basic Documents, the Trustee shall countersign the Certificates to be issued Issuer will take (at the direction expense of the Depositor, or any affiliate thereof. The ) all actions requested by the Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersthe issuance and sale of any such additional securities or the grant and perfection of any security interest granted pursuant to this Section, including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Certificates. (a) The Certificates shall be issued in one or more registered, definitive, physical certificates substantially in the forms attached hereto as exhibits. form of Exhibit A. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) printed or typewritten form and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature on behalf of an Authorized Officer of the Trustee by an authorized officerOwner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be validly issued and entitled to the Trusteebenefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificate. No Certificates. (b) If Transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee of such Certificate shall become a Certificateholder, and shall be entitled to any benefit under the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.04. (c) The Depositor as the sole initial Certificateholder may exchange all or a portion of the Certificates for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or be valid for any purposeother securities, unless countersigned as directed by the Trustee Depositor, each having the characteristics, rights and obligations as may be directed by manual signaturethe Depositor (which may include subordination to one or more other classes of such additional securities), so long as the following conditions are satisfied: (i) the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the Certificateholders immediately prior to the issuance of such additional securities (unless the Holders of 100% of the Notes Outstanding otherwise consent); (ii) the Rating Agencies have provided written confirmation that the issuance of such additional securities will not adversely affect the ratings of the Notes; and (iii) the Depositor has provided to the Trustees an Opinion of Counsel to the effect that the issuance of such countersignature upon additional securities will not (A) adversely affect in any Certificate shall material respect the interests of any Noteholder, (B) cause any Note to be conclusive evidencedeemed sold or exchanged for United States federal income tax purposes, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes or (D) adversely affect the treatment of the Notes as debt for United States federal income tax purposes. Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Estate, so long as such security interest is subordinated in priority to the security interest granted to the Noteholders pursuant to the Indenture. Subject to this Section and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated terms of the date of their countersignature. On the Closing Dateother Basic Documents, the Trustee shall countersign the Certificates to be issued Issuer will take (at the direction expense of the Depositor, or any affiliate thereof. The ) all actions requested by the Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersthe issuance and sale of any such additional securities or the grant and perfection of any security interest granted pursuant to this Section, including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Certificates. (a) The Certificates shall be issued in one or more registered, definitive, physical certificates substantially in the forms attached hereto as exhibits. form of Exhibit A. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) printed or typewritten form and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature on behalf of an Authorized Officer of the Trustee by an authorized officerOwner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be validly issued and entitled to the Trusteebenefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificate. No Certificates. (b) If Transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee of such Certificate shall become a Certificateholder, and shall be entitled to any benefit under the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.04. (c) The Depositor as the sole Certificateholder may exchange all or a portion of the Certificates for additional securities issued by the Issuer pursuant to one or more supplemental indentures to the Indenture or amendments to this Agreement. Such additional securities may consist of one or more classes of notes, certificates or be valid for any purposeother securities, unless countersigned as directed by the Depositor, each having the characteristics, rights and obligations as may be directed by the Depositor (which may include subordination to one or more other classes of such additional securities), so long as the following conditions are satisfied: (i) the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the Certificateholders immediately prior to the issuance of such additional securities (unless the Holders of 100% of the Notes Outstanding otherwise consent); (ii) the Rating Agencies have provided written confirmation that the issuance of such additional securities will not adversely affect the ratings of the Notes; and (iii) the Depositor has provided to the Indenture Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidenceOwner Trustee an Opinion of Counsel to the effect that the issuance of such additional securities will not (A) adversely affect in any material respect the interests of any Noteholder, that (B) cause any Note to be deemed sold or exchanged, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes or (D) adversely affect the treatment of the Notes as debt for United States federal income tax purposes. Without limiting the foregoing, one or more classes of such Certificate has been duly executed additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Estate, so long as such security interest is subordinated in priority to the security interest granted to the Noteholders pursuant to the Indenture. Subject to this Section and delivered hereunder. All Certificates shall be dated the date terms of their countersignature. On the Closing Dateother Basic Documents, the Trustee shall countersign the Certificates to be issued Issuer, will take (at the direction expense of the Depositor, or any affiliate thereof. The ) all actions requested by the Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersthe issuance and sale of any such additional securities or the grant and perfection of any security interest granted pursuant to this Section, including the authorization of the filing of any financing statements in jurisdictions deemed necessary or advisable by the Depositor to perfect such security interest.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A, C, D, F and G hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibitsExhibit A hereto. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary StatementStatement and, to the extent applicable, in integral multiples of $1 in excess thereof. Subject to Section 9.02 9.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to not later than the related applicable Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance Principal Amount of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officersignatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of specimen Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall will be substantially in the respective forms attached hereto as exhibitsExhibits A-1 through A-3; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates shall will be issuable in registered formform only; provided, however, that in the minimum denominationsaccordance with Section 5.03, integral multiples in excess thereof (except that one Certificate beneficial ownership interests in each Class may of Interest Only Certificates and Principal Balance Certificates shall initially be held and transferred through the book-entry facilities of the Depository. The Registered Certificates will be issuable only in denominations corresponding to initial Certificate Principal Balances as of the Closing Date of $10,000 and in integral multiples of $1 in excess thereof. The Class D, Class E, Class F and Class G Certificates will be issuable only in denominations corresponding to initial Certificate Principal Balances as of the Closing Date of $10,000 (or $100,000 in the case of any such Certificates issued in a different amount which must be registered form to Institutional Accredited Investors that are not Qualified Institutional Buyers) and in integral multiples of $1 in excess thereof. The Interest Only Certificates will be issuable only in denominations corresponding to initial Certificate Notional Amounts as of the applicable minimum denomination) Closing Date of $100,000 and aggregate in integral multiples of $1 in excess thereof. The Class R Certificates will be issuable in denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations representing Percentage Interests of not less than $1,000,000 or 10%. (yb) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder by an authorized officersignatory. Certificates bearing the manual or facsimile signatures of individuals who were, were at any time the time when such signatures were affixed, authorized to sign on behalf officers or signatories of the Trustee Certificate Registrar shall bind be entitled to all benefits under this Agreement, subject to the Trusteefollowing sentence, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless countersigned there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee Authenticating Agent by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class P, Class C and Class X Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee, or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior therefor as directed by that Certificateholder by written wire instructions provided to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 Securities Administrator or (y) ), in the event that no wire instructions are provided to the Securities Administrator, by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, Depositor or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A, B, C, D and E hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Administrator by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Trust Administrator shall bind the TrusteeTrust Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee Trust Administrator by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (xa) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (CB) Certificates of any Class with an aggregate principal Denominations Denomination of not less than $1,000,000 or (yb) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class P Certificates in the name of HSBC Securities (USA) Inc. or its designee. Subject to Section 9.02 hereof 12.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five Business Days prior to the related Record applicable Distribution Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class Class mail to such Certificateholder at the address of such holder appearing in the Certificate Register; provided, however, so long as such Certificate is a Book-Entry Certificate, all distributions on such Certificate will be made through the Depository or the Depository Participant. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereofof the Depositor. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 7.01 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trust Fund by an authorized officerofficer of the Trustee upon the written direction of the Depositor. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class P and Class X Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee, or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior therefor as directed by that Certificateholder by written wire instructions provided to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 Securities Administrator or (y) ), in the event that no wire instructions are provided to the Securities Administrator, by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual or facsimile signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, Depositor or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. Payments to Financial Security shall be by wire transfer of immediately available funds. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Each of the Class A Certificates, the Mezzanine Certificates, the Class B Certificates, the Class AIO Certificates, the Class I Certificates, the Class P Certificates, the Class O Certificates and the Residual Certificates shall be substantially in the forms attached annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee or by the Certificate Administrator, on behalf of the Trustee, to or upon the order of the Company concurrently with the sale and assignment to the Trust of the Trust Fund. The Underwritten Certificates and the Class B Certificates, shall be issuable in registered form, in the initially evidenced by one or more Certificates representing a Percentage Interest with a minimum denominations, dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof (thereof, except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class AIO Certificates, the Class I Certificates, the Class P Certificates, the Class O Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registerissued. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the TrusteeTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless countersigned such Certificate shall have been manually authenticated by the Trustee Certificate Administrator (or, in the case of the initial Certificates issued on the Closing Date, by manual signaturethe Certificate Administrator, on behalf of the Trustee) substantially in the form provided for herein, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing DateSubject to Section 5.02(c), the Trustee Underwritten Certificates, the Class B Certificates, the Class AIO Certificates and the Class P Certificates shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereofBook-Entry Certificates. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory other Classes of Certificates to facilitate transfersshall be Definitive Certificates.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class X, Class P and Class R Certificates in the name of HSBC Securities (USA) Inc. or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five Business Days prior to the related Record applicable Distribution Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class Class mail to such Certificateholder at the address of such holder appearing in the Certificate Register; provided, however, so long as such Certificate is a Book-Entry Certificate, all distributions on such Certificate will be made through the Depository or the Depository Participant. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially Class A Certificate and the Class B Certificate, each evidencing a beneficial interest in the forms attached hereto as exhibits. The Certificates shall be issuable in registered formTrust, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an authorized officerofficer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Trust, shall bind be valid and binding obligations of the TrusteeTrust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such CertificateCertificates. No The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit B-1 or B-2 hereto, as applicable. The Class A Certificate shall be issued in a Percentage Interest of 100.00%. The Class B Certificate shall be issued with a Class B Certificate Principal Balance initially of $0, which may be increased up to an amount equal to the Receivables Transfer Amount for any Acquisition Date, as set forth in Section 3.10 and shall not bear interest. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.3. The Certificateholders will receive any benefit under this Agreement, or be valid for amounts (i) equal to the Transferor’s Allocation on any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Payment Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor(ii) not needed on a Payment Date, or any affiliate thereof. The Depositor shall provideother date specified in the related Series Related Documents, to pay the Credit Extensions and the Trust’s other obligations under the Transaction Documents and any other Series Related Documents to the extent specified in the related Trust Financing Agreement for a Series, (iii) received in respect of investment earnings on amounts held in the Collection Account or cause any Series Accounts and (iv) owing or to be provided, distributed under the Transaction Documents and the other Series Related Documents to the Trustee Certificateholders on a continuous basis, an adequate inventory the termination of Certificates to facilitate transfersthe Trust.

The Certificates. The Each of the Adjustable-Rate Certificates, the Class P Certificates, the Class C Certificates and the Residual Certificates shall be substantially in the forms attached annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Adjustable-Rate Certificates shall be issuable in registered form, in the initially evidenced by one or more Certificates representing a Percentage Interest with a minimum denominations, dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess thereof (except thereof, provided, that the Adjustable-Rate Certificates must be purchased in minimum total investments of $100,000 per Class and that one Certificate of each such Class of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class P Certificates, the Class C Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder outstanding at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registerone time. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the TrusteeTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless countersigned such Certificate shall have been manually authenticated by the Trustee by manual signaturesubstantially in the form provided for herein, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing DateSubject to Section 5.02(c), the Trustee Adjustable-Rate Certificates shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereofBook-Entry Certificates. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory other Classes of Certificates to facilitate transfersshall not be Book-Entry Certificates.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class P, Class C and Class X Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee, or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior therefor as directed by that Certificateholder by written wire instructions provided to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 Securities Administrator or (y) ), in the event that no wire instructions are provided to the Securities Administrator, by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, Depositor or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Class 2-A-2 Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibitsexhibits hereto. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 9.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class X and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, Depositor or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall will be substantially in the respective forms attached annexed hereto as exhibitsExhibits A-1, A-2, A-3, A-4 and A-5; provided that any of the Certificates may xx xxxxxx xxxx xxpropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates shall will be issuable in registered formform only; provided, however, that in accordance with Section 5.03 beneficial ownership interests in the minimum denominationsRegistered Certificates and the Class F Certificates shall initially be held and transferred through the book-entry facilities of the Depository. The REMIC II Regular Certificates will be issuable in denominations corresponding to initial Certificate Principal Balances or Certificate Notional Amounts, integral multiples as the case may be, as of the Closing Date of not less than $__________ (or, with respect to the Class A Certificates, $____________ and, with respect to the Class X Certificates, $____________) and any whole dollar denomination in excess thereof (except thereof; provided, however, that one a single Certificate in of each Class thereof may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Each Class of Residual Certificates or will be issuable only in a denomination representing the entire Class. (Cb) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, were at any time the time when such signatures were affixed, authorized to sign on behalf officers of the Trustee shall bind be entitled to all benefits under this Agreement, subject to the Trusteefollowing sentence, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless countersigned there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee Certificate Registrar by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On authentication; provided that the Certificates issued on the Closing Date shall, in any event, be dated the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer upon the written order of the Depositor. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such certificate a Certificate of Authentication in the form provided herein, executed by the Trustee by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the written direction of the Depositor, or any affiliate thereof. The Class B-3 Certificates offered and sold in reliance on the exemption from registration under Rule 144A shall be issued initially in the form of one or more permanent global Certificates (each, a “Restricted Global Security”), which shall be deposited on behalf of the subscribers for such Certificates represented thereby with the Trustee, as custodian for the Depository and registered in the name of a nominee of the Depository, duly executed and authenticated by the Trustee as hereinafter provided. The aggregate principal amounts of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Depository or its nominee, as the case may be, as hereinafter provided. The Class B-3 Certificates sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form without interest coupons (each, a “Regulation S Global Security”), which shall be deposited on behalf of the subscribers for such Certificates represented thereby with the Trustee, as custodian for the Depository and registered in the name of a nominee of the Depository, duly executed and authenticated by the Trustee as hereinafter provided. The aggregate principal amounts of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Depository or its nominee, as the case may be, as hereinafter provided. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. in Exhibit A. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount an Interest-Only Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Classes of Senior Certificates and the Subordinate Certificates shall be substantially in the forms attached hereto as exhibitsset forth in Exhibits A-0, X-0, X-X, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse of all Certificates) and shall, on original issue, be executed by the Trustee and shall be countersigned and delivered by the Trustee to or upon the order of the Depositor upon receipt by the Trustee of the documents specified in Section 2.01. The Senior Certificates (other than the Class A-R Certificate) shall be available to investors in interests representing minimum dollar Certificate Balances of $1,000 and integral multiples of $1 in excess thereof. The Subordinate Certificates shall be issuable available to investors in registered form, in the interests representing minimum denominations, dollar Certificate Balances of $25,000 and integral dollar multiples of $1 in excess thereof (except that one Certificate in each of such Class may be issued with a different Certificate Balance). The Class A-R Certificate shall be in a different amount which must minimum denomination of $100. The Senior Certificates (other than the Class A-R Certificate) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in excess book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the applicable minimum denomination) Depository to, and aggregate denominations per Class set forth in deposited with, the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the CertificatesCertificate Custodian, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or and all other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class Classes of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing shall initially be issued in the Certificate Registerdefinitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officerofficer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature execution and delivery of such Certificates or did not hold such offices or positions at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually countersigned by the Trustee by manual signaturesubstantially in the form provided for herein, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. Section 5.1 The Certificates ---------------- The Certificates shall be substantially in the forms attached hereto as exhibitsexhibits hereto. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 9.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) Each Series of Investor Certificates shall represent (i) the right of each holder of an Investor Certificate under each Series to receive distributions of principal, interest and other amounts due thereunder on the terms and conditions of such Certificate, the applicable Supplement and this Master Trust Agreement and (ii) undivided interests in the Trust Assets, including the benefits of any Enhancement or other proceeds to be provided with respect to such Series as indicated in the Supplement relating to such Series, and the right to receive Collections and other amounts at the times and in the amounts specified in ARTICLE IV to be deposited in the Collection Account (including each Series' Series Percentage of any Receivable Shortfall Payments) and any Series Accounts maintained for the benefit of the Certificateholders of such Series or paid to the Certificateholders of such Series. The Subordinated Certificates shall represent the undivided interests in the Trust not represented by any Series of Investor Certificates or Sellers' Certificate then outstanding and subject to the limitations and restrictions in SECTION 5.14 hereof, including, without limitation, the right to receive Collections and other amounts at the time and in the amounts specified in the applicable Supplement as payable to a Subordinated Certificateholder; PROVIDED, HOWEVER, that the Subordinated Certificates shall not represent any interest in the Collection Account, the Sweep Account, the Peso Denominated Account or any Series Account maintained for the benefit of the Certificateholders of any Series or the benefits of any Enhancement issued with respect to any Series. Each Subordinated Certificate shall be held by the Subordinate Certificate Purchasers to whom it is originally issued and may not be sold or otherwise transferred except as specifically provided herein. The Sellers' Certificate shall represent the undivided interests in the Trust not represented by any Series of Investor Certificates or Subordinated Certificate then outstanding, including, without limitation, the right to receive Collections (in amounts allocated to each Seller equal to such Seller's Seller Percentage) and other amounts at the time and in the amounts specified in ARTICLE IV to be paid to a Seller; PROVIDED, HOWEVER, that the Sellers' Certificate shall not represent any interest in the Collection Account, the Sweep Account, the Peso Denominated Account or any Series Account 58 maintained for the benefit of the Certificateholders of any Series or the benefits of any Enhancement issued with respect to any Series, except as specifically provided in the provisions of any Supplement. The Sellers' Certificate shall be held by the Sellers' Representative and may not be sold or otherwise transferred. (b) Subject to SECTIONS 5.10 and 5.11 below, the Investor Certificates of each Series and any Class thereof may be issued in bearer form (the "BEARER CERTIFICATES") with attached interest coupons (collectively, the "COUPONS") or in fully registered form (the "REGISTERED CERTIFICATES"), and shall be substantially in the forms form of the exhibits with respect thereto attached hereto as exhibitsto the related Supplement. The Sellers' Certificate shall be substantially in the form of EXHIBIT A, with appropriate insertions. The Investor Certificates and the Sellers' Certificate shall, upon issuance pursuant to SECTION 5.9 or SECTION 5.11 below, be executed and authenticated by manual signature by the Trustee for delivery as provided in SECTION 5.2 below. The Investor Certificates shall be issuable in registered form, a minimum denomination of U.S.$500,000 initial principal amount unless otherwise specified in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officerSupplement. Certificates bearing the manual or facsimile signatures signature of individuals a Responsible Officer of the Trustee who werewas, at the time when such signatures were signature was affixed, authorized to sign on behalf of the Trustee shall bind the Trusteenot be rendered invalid, notwithstanding that such individuals or any of them have individual has ceased to be so authorized prior to the countersignature execution or authentication and delivery of such Certificates or did does not hold such offices authority at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned A manually signed certificate of authentication by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignatureexecution except Bearer Certificates which shall be dated the applicable Closing Date as provided in the related Supplement. On Notwithstanding anything to the Closing Datecontrary in the Transaction Documents, Investor Certificates of any Series or any Class shall not be issued as Bearer Certificates unless the Trustee Sellers and their counsel are satisfied that issuance shall countersign be and is effected in a manner satisfactory in all respects to the Sellers and their counsel in a manner designed to ensure that the Bearer Certificates comply with the rules governing Bearer Certificates set forth in Section 163(f)(2)(B) of the Internal Revenue Code of 1986, as amended, or any successor provision, and the regulations thereunder. (c) Investor Certificates to be issued at the direction in registered form and sold in transactions outside of the DepositorUnited States in reliance on Regulation S shall be issued as Registered Certificates in the form specified in the related Supplement (each, a "REGULATION S CERTIFICATE") and registered in the name of the Depository or any affiliate thereofa nominee of the Depository duly authenticated by the Trustee as provided in SECTION 5.2 below, for credit to the accounts of the subscribers for the Certificates represented thereby with Euroclear and Clearstream. Until the 40th day after the later of the commencement of the offering and the original issue date of the Regulation S Certificate, interests in such Regulation S Certificate may only be held by the agent members of Euroclear or Clearstream. The Depositor shall provideaggregate initial principal amount of each Regulation S Certificate may from time to time be increased or decreased by the adjustments made on the records of the custodian for the Depository or its nominee, as hereinafter provided. (d) The Investor Certificates may not be publicly offered or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transferssold in Mexico.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Class A-X Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall be substantially in the forms attached hereto as exhibits. Exhibits A and B. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. . (b) Subject to Section 9.02 12.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (xi) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and or (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. . (c) The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the written direction of the Depositor, Depositor or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 9.2 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Classes of Senior Certificates and the Subordinate Certificates shall be substantially in the forms attached hereto as exhibitsset forth in Exhibits X-0, X-X, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse of all Certificates) and shall, on original issue, be executed by the Trustee and shall be countersigned and delivered by the Trustee to or upon the order of the Depositor upon receipt by the Trustee of the documents specified in Section 2.01. The Senior Certificates (other than the Class A-R Certificate) shall be available to investors in interests representing minimum dollar Certificate Balances of $1,000 and integral multiples of $1 in excess thereof. The Subordinate Certificates shall be issuable available to investors in registered form, in the interests representing minimum denominations, dollar Certificate Balances of $25,000 and integral dollar multiples of $1 in excess thereof (except that one Certificate in each of such Class may be issued with a different Certificate Balance. The Class A-R Certificate shall be in a different amount which must minimum denomination of $100. The Senior Certificates (other than the Class A-R Certificate) and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in excess book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository's instructions on behalf of the applicable minimum denomination) Depository to, and aggregate denominations per Class set forth in deposited with, the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the CertificatesCertificate Custodian, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or and all other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class Classes of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing shall initially be issued in the Certificate Registerdefinitive, fully-registered form. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officerofficer or signatory. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature execution and delivery of such Certificates or did not hold such offices or positions at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually countersigned by the Trustee by manual signaturesubstantially in the form provided for herein, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class CE Certificates in the name of the Depositor or its designee. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Each Class of Certificates shall be substantially issued in the forms attached hereto as exhibits. The form of one or more Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one each representing not less than a 10% Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account Percentage Interest of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class. Each Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing shall initially be registered in the Certificate Register. The name of IMH Assets Corp. Each Class of Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of an authorized officer of the Owner Trustee by an authorized officerand authenticated in the manner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Trust, shall bind be validly issued and entitled to the Trusteebenefit of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such CertificateCertificates. No Certificate A Person shall become a Certificateholder and shall be entitled to any benefit under this Agreementthe rights and subject to the obligations of a Certificateholder hereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any pursuant to Section 3.05. A transferee of a Certificate shall be conclusive evidence, become a Certificateholder and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated entitled to the date rights and subject to the obligations of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates a Certificateholder hereunder upon such transferee's acceptance of a Certificate duly registered in such transferee's name pursuant to be issued at the direction and upon satisfaction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersconditions set forth in Section 3.05.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class X and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. . Payments to MBIA shall be made by wire transfer of immediately available funds to the following account, unless MBIA notifies the Trustee in writing: Account Name: MBIA Insurance Corporation, Account Number 910-2-721728, Bank - JPMorgan Chaxx Xxxx, XXX Number 021-000-021, Re: CWALT 2005-J1 - Xxxxxx Xx.05658 Class 1-A-3 Certificates. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibitsExhibit A hereto. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary StatementStatement and, to the extent applicable, in integral multiples of $1 in excess thereof. Subject to Section 9.02 9.03 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to Securities Administrator not later than the related applicable Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance Principal Amount of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officersignatory of the Securities Administrator. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee Securities Administrator by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee Securities Administrator shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee Securities Administrator on a continuous basis, an adequate inventory of specimen Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-15 hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the forms attached hereto reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibits. may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. (b) The Certificates of each Class of Sequential Pay Certificates shall be issuable issued in registered form, minimum denominations of $100,000 and in the minimum denominations, integral multiples of $1,000 in excess thereof (except that one thereof. If the initial Certificate in each Balance of any Class of Sequential Pay Certificates does not equal an integral multiple of $1,000, then a single additional Certificate of such Class may be issued in a different amount which must be in minimum denomination of authorized initial Certificate Balance that includes the excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) the initial Certificate Balance of such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and Class over (ii) the largest integral multiple of $1,000 that does not exceed such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registeramount. The Class R Certificates shall be executed issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof. (c) One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement. (d) During the Risk Retention Period, each RR Interest shall only be held as a Definitive Certificate in the RR Interest Safekeeping Account by the Certificate Administrator (and the Holders of the RR Interests shall be registered on the Certificate Register), unless otherwise consented to by the Retaining Sponsor. During the Risk Retention Period, the Certificate Administrator shall hold the RR Interests in safekeeping and shall release the same only upon receipt of written instructions in accordance with Section 5.1(e), and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After the release of any RR Interest, the Certificate Administrator shall have no liability with respect to the safekeeping of such released RR Interest. The Certificate Administrator shall be indemnified and held harmless for any release in connection with the preceding. There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “RR Interest Safekeeping Account” (the “RR Interest Safekeeping Account”) and in which the RR Interests shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the RR Interest Safekeeping Account for the Holders of the RR Interests. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate. The RR Interests to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the holders of the RR Interests shall be remitted to the RR Interest Safekeeping Account, but shall be remitted directly to each Holder of the RR Interests, as applicable, in accordance with written instructions provided separately by each Holder of the RR Interests to the Certificate Registrar on the Closing Date. Under no circumstances by virtue of safekeeping the RR Interest shall the Certificate Administrator (i) be obligated to bring legal action or institute proceedings against any Person on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf any Holder of the Trustee shall bind RR Interests or (ii) have any obligation to monitor, supervise or enforce the Trustee, notwithstanding that such individuals or performance of any of them have ceased to be so authorized prior to party under the countersignature and delivery of such Certificates or did not hold such offices at the date of such CertificateCredit Risk Retention Agreement. No The Certificate Administrator shall be entitled to conclusively rely with no obligation to verify, confirm or otherwise monitor the accuracy of any benefit under information included in any written instructions provided in connection with this AgreementRR Interest Safekeeping Account and shall have no liability in connection therewith, other than with respect to the Certificate Administrator’s obligation to obtain the Retaining Sponsor’s consent prior to any release. During the Risk Retention Period and for such time as the Holder of the Certificated RR Interest may request, the Certificate Administrator shall hold the Definitive Certificates representing the RR Interests at the below location, or be valid for any purposeother location; provided the Certificate Administrator has given notice to the Holders of the RR Interests of such new location: Xxxxx Fargo Bank NA Attn: Security Control and Transfer (SCAT) – MAC N9345-010 000 X. Xxxxxxxx Xxxxxx Xxxxxxxxxxx, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. Xxxxxxxxx 00000 On the Closing Date, and upon completion of each transfer of the Trustee RR Interests during the Risk Retention Period, the Certificate Administrator shall countersign the Certificates deliver written confirmation to be issued at the direction of the Depositor, or any affiliate thereofthe Retaining Sponsor and the Holders of the RR Interests substantially in the form of Exhibit M-8 to this Agreement evidencing its receipt of the RR Interests. The Depositor Certificate Administrator shall providemake available to the Holders of the RR Interests its respective account information as mutually agreed upon by the Certificate Administrator and the Holders of the RR Interests, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of the RR Interests shall be subject to Article 5 of this Agreement. (e) In the event a Holder of any RR Interest seeks to cause the release of such RR Interest from the RR Interest Safekeeping Account, the Holder of such RR Interest shall deliver contemporaneously to the Retaining Sponsor and the Certificate Administrator (i) a written request for such release executed by the Holder of such RR Interest in the form of Exhibit M-7 and (ii) a written request for the Retaining Sponsor’s consent to such release substantially in the form attached hereto as Exhibit M-6 (to be countersigned by the Retaining Sponsor and delivered by the Retaining Sponsor to the Certificate Administrator). The Certificate Administrator may not consent to, or cause otherwise permit, any such release without its receipt of the Retaining Sponsor’s countersigned request for consent. The Certificate Administrator shall be indemnified and held harmless for anything related to be providedsuch request for release or release in connection with this Section 5.1(e), to in accordance with the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersterms set forth in Section 8.3.

The Certificates. Initially, the Trust shall issue a single denomination of a 100.00% Certificate Percentage Interest of the Class C Certificates. The Class C Certificates shall be substantially represent a beneficial interest in the forms attached hereto as exhibitsportion of the Trust relating to the Mortgage Loans. Initially, the Trust shall issue a single denomination of a 100.00% Certificate Percentage Interest of the Class P Certificates. The Class P Certificates shall be issuable in registered form, represent a 100% beneficial interest in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess portion of the applicable minimum denomination) Trust relating to Prepayment Charges on the Mortgage Loans. Initially, the Trust shall issue a single denomination of a 100.00% Certificate Percentage Interest of the Class G Certificates. Initially, the Trust shall issue a single denomination of a 100.00% Certificate Percentage Interest of the Class R Certificates. For purposes of the REMIC Provisions, the Class R Certificate and aggregate denominations per Class G Certificate shall each represent the sole "residual interest" in one or more of the REMICs as set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate RegisterIndenture. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of an authorized officer of the Owner Trustee by an authorized officerand authenticated in the manner provided in Section 3.04. If the Certificates bearing bear the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Trust, it shall bind be validly issued and entitled to the Trusteebenefit of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such the Certificates or did not hold such offices at the date of such Certificateauthentication and delivery of the Certificates. No Certificate A Person shall become a Certificateholder and shall be entitled to any benefit under this Agreementthe rights and subject to the obligations of the Certificateholders hereunder upon such Person's acceptance of the Certificates duly registered in such Person's name, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be conclusive evidence, entitled to the rights and subject to the only evidence, that obligations of the Certificateholders hereunder upon such transferee's acceptance of such Certificate has been duly executed registered in such transferee's name pursuant to and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction upon satisfaction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersconditions set forth in Section 3.05.

The Certificates. The Each of the Class I-A, Class II-A-1, Class II-A-2, Class III-A, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I and Class R-II Certificates shall be substantially in the forms attached annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the receipt of a written order to Authenticate from the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. Each Class of the Certificates (other than the Residual Certificates) shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $50,000 and integral dollar multiples of $1 in excess thereof. The Residual Certificates shall will be issuable issued in registered formregistered, certificated form in the minimum denominationsdenominations of a 25% Percentage Interest. Provided however, integral multiples in excess thereof (except that one Certificate in of each such Class of Certificates may be issued in a different amount which must be in excess denomination so that the sum of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account all outstanding Certificates of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder Class shall hold (A) a Notional Amount Certificate, (B) 100% of equal the Class Certificate Balance of any such Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at on the address of such holder appearing in the Certificate RegisterClosing Date. The Certificates shall be executed on behalf of the Trust Fund by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the TrusteeTrust Fund, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless countersigned such Certificate shall have been manually authenticated by the Trustee by manual signaturesubstantially in the form provided for herein, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing DateSubject to Section 5.02(c), the Trustee Certificates, other than the Class B-1, Class B-2, Class B-3 and Residual Certificates (collectively, the "Private Certificates"), shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersBook-Entry Certificates.

The Certificates. The Certificates shall be in substantially the forms set forth in Exhibits A, B, C and D hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may in the forms attached hereto reasonable judgment of the Trustee or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as exhibitsmay be required to comply with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication executed by the Trustee by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersauthentication.

The Certificates. [The Certificates Certificate shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee.]/[Upon the written order of the Depositor, the Issuer shall issue a single Certificate in the name of Cede & Co., which shall be substantially in the forms form attached hereto as exhibits. The Certificates shall be issuable in registered formExhibit A, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature of an authorized officer of the Owner Trustee on behalf of the Trustee Issuer and authenticated and delivered by an authorized officerthe Certificate Registrar upon the written order of the Depositor. The Certificates shall represent, in the aggregate, 100% of the Percentage Interest in the Issuer and, upon issuance in accordance with the terms hereof, the Certificate shall be fully paid and nonassessable. The Certificateholders will be entitled, pro rata, to any amounts not needed to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Noteholders on the termination of the Issuer.] A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Trust, shall bind be validly issued and entitled to the Trusteebenefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates Certificate or did not hold such offices at the date of authentication and delivery of such Certificate. No A transferee of a Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreementthe rights and subject to the obligations of a Certificateholder hereunder, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that due registration of such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates in such transferee’s name pursuant to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersSection 3.4.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (xa) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance Balance, Notional Amount or Percentage Interest of any Class of Certificates or (CB) Certificates of any Class with an aggregate principal Denominations Denomination of not less than $1,000,000 or (yb) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of exceed the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to before the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Trustee shall execute the Certificates shall be executed by the manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to before the countersignature and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provideprovide the Trustee, or cause to be provided, to the Trustee on a continuous basis, basis with an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibitsExhibit A hereto. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary StatementStatement and, to the extent applicable, in integral multiples of $1 in excess thereof. Subject to Section 9.02 10.03 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to Securities Administrator not later than the related applicable Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance Principal Amount of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officersignatory of the Securities Administrator. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee Securities Administrator by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee Securities Administrator shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee Securities Administrator on a continuous basis, an adequate inventory of specimen Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. in Exhibits A, B, D and E. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Each of the Class A Certificates, the Mezzanine Certificates, the Class P Certificates, the Class C Certificates and the Residual Certificates shall be substantially in the forms attached annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Floating Rate Certificates shall be issuable in registered form, in the initially evidenced by one or more Certificates representing a Percentage Interest with a minimum denominations, dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess thereof (thereof, provided that the Floating Rate Certificates must be purchased in minimum total investments of $100,000 per class, except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class P Certificates, the Class C Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder outstanding at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registerone time. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the TrusteeTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless countersigned such Certificate shall have been manually authenticated by the Trustee by manual signaturesubstantially in the form provided for herein, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing DateSubject to Section 5.02(c), the Trustee Floating Rate Certificates shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereofBook-Entry Certificates. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory other Classes of Certificates to facilitate transfersshall not be Book-Entry Certificates.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee in writing at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (CB) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class [X] and Class [P] Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class [X] and Class [P] Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class [X] and Class [P] Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof 11.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five [ ] Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class Class mail to such Certificateholder at the address of such holder appearing in the Certificate Register; provided, however, so long as such Certificate is a Book-Entry Certificate, all distributions on such Certificate will be made through the Depository or the Depository Participant. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially Class A Certificate and the Class B Certificate, each evidencing a beneficial interest in the forms attached hereto as exhibits. The Certificates shall be issuable in registered formIssuer, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature of an authorized officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an authorized officerofficer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were shall have been affixed, authorized to sign on behalf of the Trustee Issuer, shall bind be valid and binding obligations of the TrusteeIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such CertificateCertificates. No The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit B-1 or B-2 hereto, as applicable. The Class A Certificate shall be issued in a Percentage Interest of 100.00%. The Class B Certificate shall be issued with a Class B Certificate Principal Balance initially of $0, which may be increased up to an amount equal to the Additional Receivables Transfer Amount for any Acquisition Date, as set forth in Section 3.10 and shall not bear interest. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee's acceptance of a Certificate duly registered in such transferee's name pursuant to Section 3.3. The Certificateholders will receive any benefit amounts (i) not needed on a Payment Date to pay the Notes and the Issuer's other obligations under the Indenture, the Transfer and Servicing Agreement and this Agreement, or be valid for any purpose(ii) remaining in the Reserve Account, unless countersigned by the Trustee by manual signatureAcquisition Account and the Negative Carry Account after payment in full of the Notes, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date (iii) received in respect of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfersTemporarily Excluded Receivables.

The Certificates. (a) The Class A, Class M and Class B Certificates shall be substantially in the forms attached hereto thereof included within Exhibits C, D, E and F and shall, on original issue, be executed by the Depositor and authenticated by the Trustee (or, if an Authenticating Agent has been appointed pursuant to Section 4.06, the Authenticating Agent) upon receipt by the Trustee of the documents specified in Section 2.01, delivered to or upon the order of the Depositor. (b) The Depository and the Trustee have entered into a Depository Agreement dated as exhibitsof September 23, 2005 (the "Depository Agreement"). Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred as provided in Section 4.02 except to a successor to the Depository; (ii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository, Depository Participants and Indirect Participants as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of such Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to Indirect Participants and persons shown on the books of such Indirect Participants as direct or indirect Certificate Owners. The Depository Agreement provides that the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (c) If (i)(A) the Depository advises the Depositor, the Paying Agent or the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee, the Paying Agent or the Depositor are unable after exercise of their reasonable best efforts to locate a qualified successor or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of definitive, fully registered Certificates (the "Definitive Certificates") to Certificate Owners requesting the same. Upon surrender to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, of the Book-Entry Certificates by the Depository for registration and receipt by the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, of an adequate supply of certificates from the Depositor, the Trustee or if the Paying Agent is appointed under Section 4.05, the Paying Agent shall issue the Definitive Certificates based on information received from the Depository. Neither the Depositor, the Servicer, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Certificates (other than the Class A-R Certificate) shall be issuable in registered formthe minimum original dollar denominations (and integral multiples of $1,000.00 in excess of such amount) and aggregate original dollar denominations per Class (or in the case of the Class A-X, or Class A-22 Certificates, in the minimum denominationsdenominations based on the Class A-X Notional Amount or Class A-22 Notional Amount, integral multiples respectively) as set forth in excess thereof the following table (except that that, if necessary, in order to aggregate the Original Certificate Principal Balance of a Class, one Certificate in each of such Class may will be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per ). A single Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class -R Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to will be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on in definitive form in a continuous basis, an adequate inventory of Certificates to facilitate transfers$100 denomination.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. Exhibit A. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary StatementStatement to this Agreement. Subject to Section 9.02 hereof 10.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds or by check, as provided in Section 6.06 to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Principal Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denominationamount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Securities Administrator to register the Class X and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Securities Administrator, the Securities Administrator shall transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver the Class X and Class P Certificates to the NIM Trustee or to such other Person or Persons as the Depositor shall request. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee Securities Administrator at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee Securities Administrator shall bind the TrusteeSecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee Securities Administrator by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee Securities Administrator shall countersign authenticate the Certificates to be issued at the direction of the Depositor, or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount amount, which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Trustee to register the Class P and Class X Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Trustee, the Depositor hereby directs the Trustee to transfer the Class X and Class P Certificates in the name of Goldman, Sachs & Co., or such other name or names as the Depositor shalx xxxxxst (xxxluding and NIM Trustee). In the case of the Class R Certificates, the Depositor hereby directs the Trustee to register such Certificates in the name of the Servicer, an Affiliate of the Servicer, or a designee thereof. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified therefor as directed by that Certificateholder by written wire instructions provided to the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) ), in the event that no wire instructions are provided to the Trustee, by check mailed by first class mail to such Certificateholder at the address of such holder Holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned authenticated by the Trustee by manual signature, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On the Closing Date, the Trustee shall countersign authenticate the Certificates to be issued at the direction of the Depositor, Depositor or any affiliate Affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall will be substantially in the respective forms attached annexed hereto as exhibitsExhibits A-1, X-0, X-0, X-0 xxx A-5; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates shall will be issuable in registered formform only; provided, however, that in accordance with Section 5.03 beneficial ownership interests in the minimum denominationsRegistered Certificates and the Class F Certificates shall initially be held and transferred through the book-entry facilities of the Depository. The REMIC II Regular Certificates will be issuable in denominations corresponding to initial Certificate Principal Balances or Certificate Notional Amounts, integral multiples as the case may be, as of the Closing Date of not less than $__________ (or, with respect to the Class A Certificates, $____________ and, with respect to the Class X Certificates, $____________) and any whole dollar denomination in excess thereof (except thereof; provided, however, that one a single Certificate in of each Class thereof may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Each Class of Residual Certificates or will be issuable only in a denomination representing the entire Class. (Cb) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, were at any time the time when such signatures were affixed, authorized to sign on behalf officers of the Trustee shall bind be entitled to all benefits under this Agreement, subject to the Trusteefollowing sentence, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless countersigned there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee Certificate Registrar by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On authentication; provided that the Certificates issued on the Closing Date shall, in any event, be dated the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Depository and the Trustee, on behalf of the Trust, have entered into a letter agreement dated as of October 31, 2007 (the "Depository Agreement"). Except as provided in Subsection 4.01(b), the Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Trustee shall deal with the Depository as representative of the Certificate Owners for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants. All transfers by Certificate Owners of Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) after the occurrence and continuation of a default hereunder, the Certificate Owners of not less than 51% of the Percentage Interests of the Certificates advise the Trustee and the Depository in writing through the depository participants that the continuation of a book-entry system with respect to the Certificates through the Depository (or its successor) is no longer in the best interests of the Certificate Owners, then the Trustee shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates (the "Definitive Certificates") to Certificate Owners. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (c) The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the CertificatesExhibit A-1, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank Exhibit A-2 or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate RegisterExhibit A-3 hereto. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Trxxxxx xx xxx xxxxcity as trustee hereunder by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, were at the time when such signatures were affixed, authorized to sign on behalf of signing the proper officers of the Trustee shall bind be entitled to all benefits under this Agreement, subject to the Trusteefollowing sentence, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee Certificate Registrar by manual signature, and such countersignature certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On Pending the Closing Datepreparation of Definitive Certificates, the Trustee may sign and the Certificate Registrar may authenticate temporary Certificates that are printed, lithographed or typewritten, in authorized denominations for Certificates, substantially of the tenor of the Definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause Definitive Certificates to be prepared without unreasonable delay. After the preparation of Definitive Certificates, the temporary Certificates shall be exchangeable for Definitive Certificates upon surrender of the temporary Certificates at the office of the Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall countersign sign and the Certificate Registrar shall authenticate and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of Definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as Definitive Certificates. (d) The Certificates will be issued at the direction initially registered as a single Certificate held by a nominee of the DepositorDepository, or any affiliate and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $100,000 and increments of $1 in excess thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall be substantially in the forms attached annexed hereto as exhibits. The Certificates shall Exhibit B and shall, upon original issue, be issuable in registered form, in executed and delivered by the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess Servicer to the Trustee for authentication and redelivery to or upon the order of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the CertificatesRepresentative, on each Distribution Date behalf of the Originators, upon receipt by the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing documents specified in the Certificate RegisterSection 2.04. The All Certificates shall be executed by manual or facsimile signature on behalf of the Trustee Servicer by an authorized officer. Certificates bearing its President, one of its Executive Vice Presidents or Vice Presidents, or by its Treasurer, in the denominations specified in the definition of Percentage Interest, and shall be authenticated by manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign signature on behalf of the Trustee by one of its authorized signatories. Certificates bearing the signatures of individuals who were at the time of the execution or authentication of the Certificates the proper officers of the Servicer or an authorized signatory of the Trustee, as the case may be, shall bind the Servicer or the Trustee, as the case may be, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunderCertificates. All Certificates issued hereunder shall be dated the date of their countersignatureauthentication. (b) The Trustee shall elect that each of REMIC I and REMIC II shall be treated as a REMIC under Section 860D of the Code. On Any inconsistencies or ambiguities in this Agreement or in the Closing Dateadministration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. (c) REMIC II will be evidenced by (x) the REMIC II Regular Certificates, which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in REMIC II and (y) the Class R-2 Certificates, which are hereby designated as the single "residual interest" in REMIC II. Except as provided below, principal and interest shall be paid on the REMIC II Regular Certificates in the same order and priority as payments are to be made on the Classes of Certificates described in footnote 2 to the table in Section 4.01(d). (d) REMIC II will be evidenced by (x) the Class II-AF-1, Class II-AF-2, Class II- AF-3, Class II-AF-4, Class II-AF-5, Class II-AF-6, Class II-AF-7 Certificates (the "Group I Mini Certificates"); the Class II-AV-1, Class II-AV-2, Class II-MV-1, Class II-MV-2, Class II-BV Certificates (the "Group II Mini Certificates"); the Class II-AH-1, Class II-AH-2, Class II-AH-3, Class II-AH-4, Class II-MH-1, Class II-MH-2, Class II-BH Certificates (the "Group III Mini Certificates"); the Class II-AMF Certificates (the "Group IV Mini Certificates"); and the Class II- Q1, Class II-Q2, Class II-Q3, and Class II-Q4 Certificates (the "Q Certificates") (collectively, the Trustee "REMIC II Regular Certificates"), which will be uncertificated and non-transferable and are hereby designated as the "regular interests" in the REMIC II and (y) the Class R-2 Certificates, which are hereby designated as the single "residual interest" in the REMIC II (the REMIC II Regular Certificates, together with the Class R-2 Certificates, the "REMIC II Certificates"). The REMIC II Regular Certificates shall countersign be recorded on the Certificates to be issued at the direction records of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause REMIC II as being issued to be provided, to and held by the Trustee on a continuous basis, an adequate inventory behalf of REMIC I. The Group I Mini Certificates and the Class II-Q1 Certificates are sometimes referred to facilitate transfersherein as the "Group I Certificates"; the Group II Mini Certificates and the Class II-Q2 Certificates are sometimes referred to herein as the "Group II Certificates"; the Group III Mini Certificates and the Class II-Q3 Certificates are sometimes referred to herein as the "Group III Certificates"; and the Group IV Mini Certificates and the Class II-Q4 Certificates are sometimes referred to herein as the "Group IV Certificates".

The Certificates. The Certificates shall be substantially in the forms attached form annexed hereto as exhibitsExhibit A-1 through E. Each of the Certificates shall, on original issue, be executed by the Trustee and authenticated and delivered by the Certificate Registrar upon the written order of the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Each Class of the Regular Certificates shall be issuable in registered form, in the initially evidenced by one or more Certificates representing a Percentage Interest with a minimum denominations, dollar denomination of $25,000 and integral dollar multiples of $1 in excess thereof (except that one thereof. The Class A-R Certificate in each Class may will be issued as a single certificate in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Registerphysical form. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by an authorized officera Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trusteebe binding, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. Each Certificate shall, on original issue, be authenticated by the Certificate Registrar upon the order of the Depositor. No Certificate shall be entitled to any benefit under this Agreement, Agreement or be valid for any purpose, unless countersigned such Certificate shall have been manually authenticated by the Trustee by manual signatureCertificate Registrar substantially in the form provided for herein, and such countersignature authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignatureauthentication. On At any time and from time to time after the Closing Dateexecution and delivery of this Agreement, the Depositor may deliver Certificates executed by the Trustee to the Certificate Registrar for authentication and the Certificate Registrar shall countersign authenticate and deliver such Certificates as provided in this Agreement and not otherwise. Subject to Section 6.02(c), the Senior Certificates to (other than the Residual Certificates) and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be Book-Entry Certificates. The Residual Certificates shall be Physical Certificates. The Private Certificates shall be offered and sold in reliance either on (i) the exemption from registration under Rule 144A of the Securities Act and shall be issued at initially in the direction form of one or more permanent global Certificates in definitive, fully registered form with the applicable legends set forth in Exhibit C (each, a “Restricted Global Security”) or (ii) Regulation S and shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit C hereto (each, a “Regulation S Global Security”), which shall be deposited on behalf of the Depositorsubscribers for such Certificates represented thereby with the Trustee, or any affiliate thereofas custodian for DTC and registered in the name of a nominee of DTC, duly executed by the Trustee and authenticated by the Certificate Registrar as hereinafter provided. The Depositor shall provideaggregate principal amounts of the Restricted Global Securities or Regulation S Global Securities, as applicable, may from time to time be increased or cause to be decreased by adjustments made on the records of the Certificate Registrar and DTC or its nominee, as the case may be, as hereinafter provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

The Certificates. (a) The Certificates shall will be substantially in the respective forms attached annexed hereto as exhibitsExhibits A-0, X-0, X-0, X-0 and A-5; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage. The Certificates shall will be issuable in registered formform only; provided, however, that in accordance with Section 5.03 beneficial ownership interests in the minimum denominationsRegistered Certificates and the Class F Certificates shall initially be held and transferred through the book-entry facilities of the Depository. The REMIC II Regular Certificates will be issuable in denominations corresponding to initial Certificate Principal Balances or Certificate Notional Amounts, integral multiples as the case may be, as of the Closing Date of not less than $__________ (or, with respect to the Class A Certificates, $____________ and, with respect to the Class X Certificates, $____________) and any whole dollar denomination in excess thereof (except thereof; provided, however, that one a single Certificate in of each Class thereof may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Each Class of Residual Certificates or will be issuable only in a denomination representing the entire Class. (Cb) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, were at any time the time when such signatures were affixed, authorized to sign on behalf officers of the Trustee shall bind be entitled to all benefits under this Agreement, subject to the Trusteefollowing sentence, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the countersignature authentication and delivery of such Certificates or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless countersigned there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee Certificate Registrar by manual signature, and such countersignature certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed authenticated and delivered hereunder. All Certificates shall be dated the date of their countersignature. On authentication; provided that the Certificates issued on the Closing Date shall, in any event, be dated the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.