Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.
Senior Certificates Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-R, Class 1-A-MR and Class 1-A-LR Certificates.
Class R Certificates Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.
Designation of Trust and Certificates (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.
LIBOR Certificates Notional Amount Certificates........... None. Notional Amount Components............. None. Offered Certificates................... All Classes of Certificates other than the Private Certificates. Physical Certificates.................. Class A-R Certificates and the Private Certificates. Planned Principal Classes.............. None.
Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.
Calculations and Certificates 34.1 ACCOUNTS In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are PRIMA FACIE evidence of the matters to which they relate.
TERMS FOR CERTIFICATES Section 11.01 Cut-Off Date................................................. Section 11.02 Cut-Off Date Aggregate Principal Balance..................... Section 11.03
Original Class B Principal Balance The Original Class B Principal Balance is $12,006,549.92.
Trust Administrator Not Liable for Certificates or Mortgage Loans The recitals contained herein shall be taken as the statements of the Depositor or the Master Servicer or a Servicer, as the case may be, and the Trust Administrator assumes no responsibility for their correctness. The Trust Administrator makes no representations as to the validity or sufficiency of this Agreement, the Certificates or of any Mortgage Loan or related document. The Trust Administrator shall not be accountable for the use or application by the Depositor, the Sellers, the Master Servicer or the Servicers of any funds paid to the Depositor or the Master Servicer or any Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Certificate Account by the Depositor, the Sellers or the Master Servicer or the Servicers. The Trust Administrator shall not be responsible for the legality or validity of this Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates issued or intended to be issued hereunder. The Trust Administrator shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection for any security interest or lien granted to it hereunder or to record this Agreement.