Common use of The Certificates Clause in Contracts

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing Entity, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Floating Rate Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Floating Rate Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI P Certificates, the Class C Certificates, the Class I 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Floating Rate Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Subordinated Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine the Subordinated Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 100,000 initial Certificate Principal Balance and integral dollar multiples of $1,000 1,000.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R 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 such Class may be issued. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Subordinated Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I (a) The Certificates and the Residual Certificates shall will be substantially in the respective forms annexed hereto as exhibitsExhibits A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class P, Class C and shall, on Class R Certificates) will be issued in minimum denominations of $25,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 10.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, the Mezzanine Certificates and the Class DSI Subordinate Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. 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 Depositor is unable 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 shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Depositor, issue the Definitive Certificates. Neither the Depositor, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a “security” governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each of the (a) The Class A CertificatesA, the Mezzanine Certificates, the Class DSI Certificates, the SB and Class C Certificates, the Class I Certificates and the Residual R Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A, D and E, respectively, and shall, on original issue, be executed, authenticated executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Depositor concurrently with upon receipt by the sale and assignment to the Issuing Entity Trustee or one or more Custodians of the Trust Funddocuments specified in Section 2.01. The Class A Certificates shall be issuable in minimum dollar denominations of $100,000 and Mezzanine integral multiples of $1 in excess thereof. The Class SB Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issuable in registered, certificated form in minimum dollar denomination percentage interests of $25,000 5.00% and integral dollar multiples of $1,000 0.01% in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such . Each Class of Class R Certificates may shall be issued in a different denomination so that the sum registered, certificated form in minimum percentage interests of the denominations 20.00% and integral multiples of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable 0.01% in any Percentage Interestsexcess thereof; provided, however, that the sum of all such percentages for each such one Class totals 100% and no more than ten Certificates R Certificate of each Class may will be issuedissuable to the REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of not less than 0.01%. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of an authorized officer of the Trustee by a Responsible OfficerTrustee. 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 proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Certificate Registrar by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A CertificatesCertificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Mezzanine Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each such Class A Certificate through the Class DSI book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The other rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Trustee of instruction from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificates and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the Definitive Certificates. 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 Depositor is unable to locate a qualified successor or (ii) the Depositor notifies the Depository of its intent to terminate the book-entry system and, upon receipt of notice of such intent from the Depository, the Depository Participants holding beneficial interest in the Book-Entry Certificates agree to initiate such termination, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. Neither the Depositor, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of any instruction required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each of the Section 5.01 The Certificates (a) The Senior, Class A CertificatesX, the Mezzanine CertificatesClass M, the Class DSI CertificatesB, the Class C CertificatesP, the Class I Certificates SB and the Residual Class R Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A, A-I, B, C, C-I, C-II and D, respectively, or such other form or forms shall be set forth in the Series Supplement, and shall, on original issue, be executed, authenticated executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to Trustee or the Issuing Entity Custodian of the Trust Funddocuments specified in Section 2.01. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedminimum denominations designated in the Preliminary Statement to the Series Supplement. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of an authorized officer of the Trustee by a Responsible OfficerTrustee. 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 proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Certificate Registrar by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. (b) Except as provided below, registration of Book-Entry Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Subject The Holders of the Book-Entry Certificates shall hold their respective Ownership Interests in and to Section 5.02(c)each of such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Class A Certificates, the Mezzanine Certificates and the Class DSI Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The other rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If with respect to any Book-Entry Certificate (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect to such Book-Entry Certificate and (B) the Company is unable to locate a qualified successor, or (ii)(A) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system for such Book-Entry Certificate through the Depositary and (B) upon receipt of notice from the Depository of the Depositor's election to terminate the book-entry system for such Book-Entry Certificate, the Depository Participants holding beneficial interests in such Book-Entry Certificates agree to initiate such termination, the Trustee shall notify all Certificate Owner of such Book-Entry Certificate, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall execute, authenticate and deliver the Definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Trustee of instruction from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificates and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the Definitive Certificates. None of the Company, the Master Servicer or the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of any instructions required under Section 5.01 and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (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 hereto 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 Class A-V REMIC Regular Interest or Interests specified in writing by such initial Holder to the Trustee. The 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 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 to 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 of any Subclass of Class A-V Certificates may be transferred in whole, but not in part, in accordance with the provisions of Section 5.02.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI B Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Company concurrently with the sale and assignment to the Issuing Entity Trust of the Trust Fund. The Class A Certificates and Mezzanine Offered Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I The Investor Certificates and the Residual Transferor Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B, respectively, 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 Issuing Entity Trustee of the Trust FundTrust. The Class A Certificates and Mezzanine Investor Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a the entire Original Investor Certificate Principal Balance and shall be held in minimum dollar denomination denominations of $25,000 1,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Investor Certificate of each such Class of Certificates may be in a different denomination of less than $1,000 so that the sum of the denominations of all outstanding Investor Certificates of such Class shall equal the Original Investor Certificate Principal Balance of such Class on the Closing DateBalance. The Class DSI Certificates, sum of the Class C Certificates, denominations of all outstanding Investor Certificates shall equal the Class I Original Investor Certificate Principal Balance. The Transferor Certificates shall be issuable as one or more certificates representing the entire interest in the assets of the Trust other than that represented by the Investor Certificates and shall initially be issued to 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 issuedSeller. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a Responsible Officeran authorized officer under its seal imprinted thereon. 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Transferor Certificates or did not hold such offices at the date of such Transferor Certificate. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Investor Certificates shall be Book-Entry Certificates. The other Classes of Transferor Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the (a) The Class A CertificatesA, the Mezzanine Certificates, the Class DSI Certificates, the SB and Class C Certificates, the Class I Certificates and the Residual R Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A, B and D, respectively, and shall, on original issue, be executed, authenticated executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Depositor concurrently with upon receipt by the sale and assignment to the Issuing Entity Trustee or one or more Custodians of the Trust Funddocuments specified in Section 2.01. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issuable in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I SB Certificates and the Residual Certificates are shall be issuable in any Percentage Interestsregistered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that the sum of all such percentages for each such one Class totals 100% and no more than ten Certificates R Certificate of each Class may will be issued. The issuable to the REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of not less than 0.01%.The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of an authorized officer of the Trustee by a Responsible OfficerTrustee. 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 proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Certificate Registrar by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A CertificatesCertificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Mezzanine Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each such Class A Certificate through the Class DSI book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates. The other ) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be Definitive Certificates.for the purposes of exercising the rights of Certificateholders

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI B Certificates, the Class C AIO Certificates, the Class I Certificates, the Class P Certificates, the Class O Certificates and the Residual Certificates shall be substantially in the forms 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 Depositor Company concurrently with the sale and assignment to the Issuing Entity Trust of the Trust Fund. The Class A Underwritten Certificates and Mezzanine Certificates the Class B Certificates, shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 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 the Certificate Administrator, on behalf of the Trustee) substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Underwritten Certificates, the Mezzanine Class B Certificates, the Class AIO Certificates and the Class DSI P Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall Class R Certificates) will be substantially issued in the forms annexed hereto minimum denominations of $25,000 Initial Certificate Principal Balance or Initial Notional Amount, as exhibitsapplicable, and shall, on integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, Certificates and the Mezzanine Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the Class DSI book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book- Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each (a) The Investor Certificates of the any Series or Class A may be issued, subject to applicable laws and regulations, in fully registered form (“Registered Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates ”) and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsform of the exhibits with respect thereto attached to the applicable Series Supplement. The Transferor may elect at any time, by written notice to the Trustee, to have its fractional undivided interest in the Trust be (i) evidenced by a certificate or (ii) an uncertificated interest. If the Holder of the Transferor Certificate elects to have its fractional undivided interest in the Trust be uncertificated, it shall deliver to the Trustee for cancellation any certificate previously issued. If the Holder of the Transferor Certificate elects to have its fractional undivided interest in the Trust be evidenced by a certificate, such certificate shall be issued pursuant hereto, substantially in the form of Exhibit D, and shall, on original issue, shall upon issue be executed, authenticated executed and delivered by the Trustee to or upon the order Holder of the Depositor concurrently with the sale and assignment Transferor Certificate to the Issuing Entity of the Trust FundTrustee for authentication and redelivery as provided in Sections 2.02 and 6.03. The Class A Certificates and Mezzanine Except as otherwise provided in any Series Supplement or in Section 6.11, Registered Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issued in minimum dollar denomination denominations of $25,000 1,000 Fractional Undivided Interests and in integral dollar multiples of $1,000 in excess thereof. If specified in any Series Supplement, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 Investor Certificates of such any Series or Class shall equal be issued upon initial issuance as a single certificate evidencing the Certificate Principal Balance of such Series Initial Investor Interest or Class on the Closing DateInitial Investor Interest, as applicable, as described in Section 6.11. The Class DSI Certificates, Transferor Certificate shall represent the Class C Certificates, the Class I 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 issuedentire Transferor Interest. The Certificates shall be executed on behalf of the Issuing Entity Trust by Discover Funding as the Holder of the Transferor Certificate by any authorized officer. The signature of any of these officers on the Certificates may be manual or facsimile signature on behalf of the Trustee by a Responsible Officer. facsimile. (b) 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 proper officers of the Trustee Transferor shall bind the Issuing Entitynot become invalid, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. Certificates. (c) No Certificate shall be entitled to any benefit under this Agreement (or any Series Supplement), or be valid or obligatory for any purpose, purpose unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinattached to Exhibit D hereto (in the case of any certificated Transferor Certificate) or attached to the appropriate exhibits to a Series Supplement, as applicable, executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Agreement and the relevant Series Supplement. All Registered Certificates and any certificated Transferor Certificate shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Section 6.01. The Certificates. Each of the Class A Certificates, the Mezzanine Offered Certificates, the Class DSI BIO Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class A Certificates and Mezzanine of Offered Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the applicable Original Class Principal Balance or Notional Amount, as applicable, and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates of such Class shall equal the Certificate aggregate Original Class Principal Balance of such Class on the Closing Dateor Notional Amount, as applicable. The Class DSI Certificates, the Class C Certificates, the Class I Residual Certificates and the Residual Class BIO Certificates are issuable shall be held in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued20%. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Class BIO Certificates and the Residual Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I (a) The Certificates and the Residual Certificates shall will be substantially in the respective forms annexed hereto as exhibitsExhibits A and B-1 through B-5. The Certificates will be issuable in registered form only. The Certificates (other than the Class P, Class C and shall, on Class R Certificates) will be issued in minimum denominations of $25,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 10.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. (b) The Class A, Class M and Class B Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Subject The Certificate Owners shall hold their respective Ownership Interests in and to Section 5.02(c)each of such Book-Entry Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Class A Certificates, the Mezzanine Certificates and the Class DSI Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. 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 Depositor is unable 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 shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Depositor, issue the Definitive Certificates. Neither the Depositor, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a “security” governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Section 6.01. The Certificates. Each of the Class A Certificates, the Mezzanine Offered Certificates, the Class DSI BIO Certificates, the Class C Certificates, the Class I P Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class A Certificates and Mezzanine of Offered Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the applicable Original Class Principal Balance or Notional Amount, as applicable, and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates of such Class shall equal the Certificate aggregate Original Class Principal Balance of such Class on the Closing Dateor Notional Amount, as applicable. The Class DSI Residual Certificates, the Class C Certificates, the P and Class I BIO Certificates and the Residual Certificates are issuable shall be held in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued20%. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Residual Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Offered Certificates, the Class DSI P Certificates, the Class C BIO Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class A Certificates and Mezzanine of Offered Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the applicable Original Class Principal Balance, and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates of such Class shall equal the Certificate aggregate Original Class Principal Balance of such Class on the Closing Dateor Notional Amount, as applicable. The Class DSI CertificatesResidual Certificates (other than the Tax Matters Person Residual Interests), the Class C Certificates, the Class I P Certificates and the Residual Class BIO Certificates are issuable shall each be held in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued20%. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Class BIO Certificates, the Class P Certificates and the Residual Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A CertificatesSubject to Sections 6.10 and 6.11, the Mezzanine ---------------- ------------- ---- Investor Certificates of each Series and any class thereof may be issued in bearer form (the "Bearer Certificates") with attached interest coupons and a ------------------- special coupon (collectively, the Class DSI "Coupons") or in fully registered form (the ------- "Registered Certificates"), the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, form of the ------------------------ exhibits with respect thereto attached to the related Supplement. The Exchangeable Seller Certificate shall be substantially in the form of Exhibit A. --------- The Investor Certificates and the Exchangeable Seller Certificate shall, on original issueupon issuance pursuant hereto or to Section 6.9 or Section 6.11, be executed, authenticated executed and ----------- ------------ delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment Seller to the Issuing Entity of the Trust FundTrustee for authentication and redelivery as provided in Section 6.2. The Class A Certificates and Mezzanine Investor Certificates shall be initially evidenced by one or more Certificates representing issuable in a Percentage Interest with a ----------- minimum dollar denomination of $25,000 1,000 and integral dollar multiples of $1,000 thereof unless otherwise specified in excess thereof, with a minimum investment of $100,000 (if any Supplement. If specified in the Certificates are Book-Entry Certificates), 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 DSI Certificatesrelated Supplement for any Series, the Class C Certificates, the Class I 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. The Investor Certificates shall be issued upon initial issuance as a single certificate in an original principal amount equal to the Initial Investor Interest as described in Section 6.10. The Exchangeable Seller Certificate ------------ shall also be issued as a single certificate. Each Certificate shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee Seller by a Responsible Officerits President or any Vice President. Certificates bearing the manual or facsimile signatures signature of individuals the individual who werewas, at the time when such signatures were signature was affixed, authorized to sign on behalf of the Seller or the Trustee shall bind the Issuing Entitynot be rendered invalid, notwithstanding that such individuals or any of them have individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did does not hold such offices office at the date of such CertificateCertificates. No Unless otherwise provided in the related Supplement, no Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for herein, executed by or on behalf of the Trustee by the manual signature of a Responsible Officer of the Trustee, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine authentication (as applicable) except Bearer Certificates and the Class DSI Certificates which shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificatesdated the applicable Issuance Date as provided in the related Supplement.

The Certificates. Each of the Class A Certificates, the Mezzanine Adjustable-Rate Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Adjustable-Rate Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a provided, that the Adjustable-Rate Certificates must be purchased in minimum investment total investments of $100,000 (if the Certificates are Book-Entry Certificates), except 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 DSI P Certificates, the Class C Certificates, the Class I 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Adjustable-Rate Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R Certificates) will be issued in minimum denominations of $25,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class C Certificates shall will be substantially issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the forms annexed hereto as exhibits, Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and shall, on multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee Securities Administrator, authenticated by the Securities Administrator and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Securities Administrator of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee Securities Administrator by a Responsible 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 they signed the proper officers of the Trustee Securities Administrator shall bind the Issuing EntitySecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Securities Administrator by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, the Mezzanine Certificates and the Class DSI M Certificates shall initially be issued as one or more Certificates registered in the name of the Company or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Securities Administrator except to another Company that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the book-entry facilities of the Company and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Company Participant or brokerage firm representing such Certificate Owner. Each Company Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Company's normal procedures. The Securities Administrator shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Securities Administrator shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Securities Administrator, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Company as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Company Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Company as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Securities Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Company of such record date. If (i)(A) the Company advises the Securities Administrator in writing that the Company is no longer willing or able to properly discharge its responsibilities as Company and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Securities Administrator in writing that it elects to terminate the book-entry system through the Company, the Securities Administrator shall notify all Certificate Owners, through the Company, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the Book-Entry Certificates by the Company, accompanied by registration instructions from the Company for registration of transfer, the Securities Administrator shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Securities Administrator shall be liable for any actions taken by the Company or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee, the Securities Administrator and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each of the Class A CertificatesInitially, the Mezzanine Certificates, the Class DSI Certificates, Trust shall issue a single denomination of a 100.00% Certificate Percentage Interest of the Class C Certificates. The Class C Certificates shall represent a beneficial interest in the portion 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 represent a 100% beneficial interest in the portion of the 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 I Certificates R Certificate and Class G Certificate shall each represent the Residual Certificates shall be substantially sole "residual interest" in the forms 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 Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 REMICs as set forth in the Certificate Principal Balance of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I 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 issuedIndenture. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of an authorized officer of the Owner Trustee by a Responsible 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 Issuing Entitybenefit of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the 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 Agreement or the 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, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be valid for any purpose, unless entitled to the rights and subject to the obligations of the Certificateholders hereunder upon such transferee's acceptance of such Certificate shall have been manually authenticated by duly registered in such transferee's name pursuant to and upon satisfaction of the Trustee substantially conditions set forth in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates3.05.

The Certificates. Each (a) The Investor Certificates of the any Series or Class A may be issued, subject to applicable laws and regulations, in bearer form (“Bearer Certificates”) with attached interest coupons and a special coupon (collectively, the Mezzanine “Coupons”), or in fully registered form (“Registered Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates ”) and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsform of the exhibits with respect thereto attached to the applicable Series Supplement. A Seller may elect at any time, by written notice to the Trustee, to have its fractional undivided interest in the Trust be (i) evidenced by a certificate or (ii) an uncertificated interest. If a Seller elects to have its fractional undivided interest in the Trust be uncertificated, it shall deliver to the Trustee for cancellation any certificate previously issued. If a Seller elects to have its fractional undivided interest in the Trust be evidenced by a certificate, such certificate shall be issued pursuant hereto, substantially in the form of Exhibit D, and shall, on original issue, shall upon issue be executed, authenticated executed and delivered by a Seller to the Trustee to for authentication and redelivery as provided in Sections 2.02 and 6.03. Except as otherwise provided in any Series Supplement or upon the order of the Depositor concurrently with the sale and assignment to the Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine in Section 6.11, Bearer Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination issued in denominations of $25,000 5,000, $50,000 and $100,000 and Registered Certificates shall be issued in minimum denominations of $1,000 Fractional Undivided Interests and in integral dollar multiples of $1,000 in excess thereof. If specified in any Series Supplement, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 Investor Certificates of such any Series or Class shall equal be issued upon initial issuance as a single certificate evidencing the Certificate Principal Balance of such Series Initial Investor Interest or Class on the Closing DateInitial Investor Interest, as applicable, as described in Section 6.11. The Class DSI Certificates, Seller Certificate shall represent the Class C Certificates, the Class I 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 issuedentire Seller Interest. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature Discover Bank on behalf of the Trustee Holder of the Seller Certificate by a Responsible Officerany of its Chairman of the Board of Directors, its President or one of its Vice Presidents. The signature of any of these officers on the Certificates may be manual or facsimile. (b) 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 proper officers of the Trustee Discover Bank shall bind the Issuing Entitynot become invalid, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. Certificates. (c) No Certificate shall be entitled to any benefit under this Agreement (or any Series Supplement), or be valid or obligatory for any purpose, purpose unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinattached to Exhibit D hereto (in the case of any certificated Seller Certificate) or attached to the appropriate exhibits to a Series Supplement, as applicable, executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Agreement and the relevant Series Supplement. Bearer Certificates shall be dated the Series Closing Date. All Registered Certificates and any certificated Seller Certificate shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A CertificatesUnless otherwise specified in this Agreement, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates of each class shall be substantially issued in the forms 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 Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples denominations of $1,000 in excess and integral multiples thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such one Class totals 100% A Certificate and no more than ten Certificates of each one Class B Certificate may be issuedissued in a denomination that represents a residual portion of the Original Class A Certificate Balance and the Original Class B Certificate Balance, respectively. Upon initial issuance on the Closing Date, the Class A Certificates and the Class B Certificates shall be in the form of Exhibit A-1 and Exhibit A-2, respectively, which are incorporated by reference, and shall be issued as provided in Section 6.8 in an aggregate amount equal to the Original Class A Certificate Balance and the Original Class B Certificate Balance, respectively. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of an Authorized Officer or other authorized signatory of the Trustee by a Responsible OfficerTrustee. 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 Issuing EntityTrust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the execution, authentication and delivery of such Certificates or did not hold such offices or positions at the date of such CertificateCertificates. No Certificate shall be entitled entitle the Holder to any benefit under this Agreement Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate shall have been manually authenticated by the Trustee an authentication substantially in the form provided for hereinset forth in Exhibit A-1 or A-2 hereto as applicable, and executed by the Trustee by manual or facsimile signature; such authentication upon any Certificate shall be constitute conclusive evidence, and the only evidence, evidence that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject 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 due presentment of such Certificate in such transferee's name pursuant to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates6.5.

The Certificates. Section 6.01. The Certificates. Each of the Class A Certificates, the Mezzanine Offered Certificates, the Class DSI P Certificates, the Class C BIO Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class A Certificates and Mezzanine of Offered Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the applicable Original Class Principal Balance or Notional Amount, as applicable, and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates of such Class shall equal the Certificate aggregate Original Class Principal Balance of such Class on the Closing Dateor Notional Amount, as applicable. The Class DSI Residual Certificates, the Class C Certificates, the P and Class I BIO Certificates and the Residual Certificates are issuable shall be held in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued20%. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Residual Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A CertificatesA, the Mezzanine Certificates, the Class DSI Certificates, the A-IO and Class C Certificates, the Class I Certificates and the Residual R Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B, respectively, 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 Issuing Entity Trustee of the Trust FundTrust. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the related Original Class A Certificate Balance and shall be held in minimum dollar denomination of $25,000 and integral dollar multiples denominations of $1,000 and dollar multiples in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of the Class A Certificates may be in a different denomination so that the sum of the denominations of all outstanding Classes of Class A Certificates of such Class shall equal the related Original Class A Certificate Principal Balance of such Class on the Closing DateBalance. The Class DSI A-IO Certificates shall be initially evidenced by one or more certificates representing Percentage Interests of each Class of Class A-IO Certificates, the Class C Certificates, the Class I 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% %. The Class A-IO Certificates shall be held in minimum dollar denominations of $1,000 and no more than ten Certificates of each Class may be issueddollar multiples in excess thereof. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI A-IO Certificates shall be Book-Entry Certificates. The other Classes of Class R Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each Section 3.01. Title, Form, Denomination and Execution of Certificates. (a) The Certificates shall be known as the "7.19% 1997-1B-S Pass Through Certificates" of the Class A Certificates, Trust. Each Certificate will represent a fractional undivided interest in the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates Trust and the Residual Certificates shall be substantially in the forms annexed hereto form set forth as exhibitsExhibit A to the Related Pass Through Trust Agreement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Related Pass Through Trust Agreement or this Agreement, as the case may be, or as the Trustee may deem appropriate to reflect the fact that the Certificates are being issued hereunder as opposed to the Related Pass Through Trust Agreement, and shallmay have such letters, on original issuenumbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be executed, authenticated and delivered determined by the Trustee to or upon the order officers executing such Certificates, as evidenced by their execution of the Depositor concurrently Certificates. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the sale and assignment face of the Certificate. At the Escrow Agent's request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to any Certificate issued hereunder. Any transfer or exchange of any Certificate shall also effect a transfer or exchange of the related Escrow Receipt. Prior to the Issuing Entity Final Withdrawal Date, no transfer or exchange of any Certificate shall be permitted unless the corresponding Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Certificate to which an Escrow Receipt is attached, each Holder of such Certificate acknowledges and accepts the restrictions on transfer of the Trust Fund. Escrow Receipt set forth herein and in the Escrow Agreement. (b) The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination issued only in fully registered form without coupons and only in denominations of $25,000 and 100,000 or integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may be issued in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the less than $100,000. Each Certificate Principal Balance of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I 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. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing Entity, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their its authentication. Subject The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $26,333,000. (c) Certificates offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Certificate in registered form, substantially in the form set forth as Exhibit A to the Related Pass Through Trust Agreement with such applicable legends as are provided for in clauses (a) and (b) of Section 3.02 (the "U.S. Global Certificate"). The U.S. Global Certificate will be registered in the name of a nominee for DTC and deposited with the Trustee, as custodian for DTC. The aggregate principal amount of the U.S. Global Certificate may from time to time be increased or decreased by adjustments made on the records of DTC or its nominee, or of the Trustee, as custodian for the DTC or its nominee, as hereinafter provided. (d) Certificates offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of a single global Certificate in registered form, substantially in the form set forth as Exhibit A to the Related Pass Through Trust Agreement with such applicable legends as are provided for in clause (b) of Section 3.02 (the "Offshore Global Certificate"). The Temporary Offshore Global Certificate will be registered in the name of a nominee of DTC for credit to the account of the Agent Members acting as depositories for Euroclear and Cedel and deposited with the Trustee as custodian for DTC. The U.S. Global Certificate and the Offshore Global Certificates are sometimes referred to as the "Global Certificates". (e) Certificates offered and sold to Institutional Accredited Investors shall be issued in the form of permanent certificated Certificates in registered form in substantially the form set forth as Exhibit A to the Related Pass Through Trust Agreement with such applicable legends as are provided for in clauses (a) and (b) of Section 3.02 hereto (the "U.S. Physical Certificates"). Certificates issued pursuant to Section 5.02(c3.05(b) in exchange for interests in any Offshore Global Certificate shall be in the form of permanent certificated Certificates in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Certificates"), the Class A Certificates, the Mezzanine . The Offshore Physical Certificates and U.S. Physical Certificates are sometimes collectively herein referred to as the Class DSI "Physical Certificates". (f) The definitive Certificates shall be Book-Entry Certificates. The other Classes of Certificates in registered form and shall be Definitive typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and the Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 50,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Mezzanine Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the (a) The Class A Certificates, the Mezzanine A-S Certificates, the Class DSI A-M Certificates, the Class C A-1F Certificates, the Class I A-1V Certificates, the Class A-2F Certificates, the Class A-2V Certificates, the Class A-3F Certificates, the Class A-3V Certificates, the Class A-4 Certificates, the Class M-1 Certificates, the Class M-2 Certificates and the Residual Certificates Class R Certificate shall be substantially in the forms annexed hereto set forth in Exhibits A and B, as exhibitsapplicable, and shall, on original issue, be executedexecuted by the Trustee on behalf of the Trust, and authenticated and delivered by the Trustee Administrator to or and upon the written order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee pursuant to Section 2.01. Each Class of the Trust Fund. The Class A Certificates and Mezzanine Offered Certificates shall each be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a the entire Original Class Certificate Principal Balance and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 . (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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. b) The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature of any officer of the Trustee duly authorized to execute such Certificates on behalf of the Trustee by a Responsible OfficerTrust. 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Administrator substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c)5.02, the each Class A Certificates, the Mezzanine Certificates and the Class DSI of Offered Certificates shall be Book-Entry Certificates. The other Classes Class R Certificate shall issued in fully registered certificated form only in a minimum percentage interest of Certificates shall be Definitive Certificates100%.

The Certificates. Each of the Class A Certificates, the Mezzanine Offered Certificates, the Class DSI P Certificates, the Class C BIO Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class A Certificates and Mezzanine of Offered Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the applicable Original Class Principal Balance, and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates of such Class shall equal the Certificate aggregate Original Class Principal Balance of such Class on the Closing Dateor Notional Amount, as applicable. The Class DSI CertificatesResidual Certificates (other than the Tax Matters Person Residual Interests), the Class C Certificates, the Class I P Certificates and the Residual Class BIO Certificates are issuable shall each be held in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued20%. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Class BIO Certificates, the Class P Certificates and the Residual Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A CertificatesSubject to Sections 6.10 and 6.11, the Mezzanine Investor Certificates of each Series and any class thereof may be issued in bearer form (the "Bearer Certificates") with attached interest coupons and a special coupon (collectively, the Class DSI "Coupons") or in fully registered form (the "Registered Certificates"), the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, form of the exhibits with respect thereto attached to the applicable Supplement. The Exchangeable Transferor Certificate shall be substantially in the form of Exhibit A. The Investor Certificates and the Exchangeable Transferor Certificate shall, on original issueupon issue pursuant hereto or to Section 6.9 or Section 6.11, be executed, authenticated executed and delivered by the Transferor (or the Trustee to or upon the order on behalf of the Depositor concurrently with Trust, if specified in the sale and assignment applicable Supplement) to the Issuing Entity of the Trust FundTrustee for authentication and redelivery as provided in Section 6.2. The Class A Certificates and Mezzanine Any Investor Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issued in minimum dollar denomination denominations of $25,000 1,000 and in integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if unless otherwise specified in any Supplement. If specified in the Certificates are Book-Entry Certificates), 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 DSI Certificatesrelated Supplement for any Series, the Class C Certificates, the Class I 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. The Investor Certificates shall be issued upon initial issuance as a single certificate in an original principal amount equal to the Initial Investor Amount as described in Section 6.10. The Exchangeable Transferor Certificate may also be issued in two or more certificates. Each Certificate executed on behalf of by the Issuing Entity Transferor shall be executed by manual or facsimile signature on behalf of the Trustee Transferor by a Responsible Officerits President, any Executive Vice President, Senior Vice President or the Treasurer. Certificates bearing the manual or facsimile signatures signature of individuals the individual who werewas, at the time when such signatures were signature was affixed, authorized to sign on behalf of the Transferor or the Trustee shall bind the Issuing Entitynot be rendered invalid, notwithstanding that such individuals or any of them have individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did does not hold such offices office at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement or any applicable Supplement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by or on behalf of the Trustee by the manual signature of a Responsible Officer, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine except Bearer Certificates and the Class DSI Certificates which shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificatesdated the Issuance Date.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Floating Rate Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a provided that the Floating Rate Certificates must be purchased in minimum investment total investments of $100,000 (if the Certificates are Book-Entry Certificates)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 DSI P Certificates, the Class C Certificates, the Class I 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Floating Rate Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Offered Certificates and the Residual Private Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee Securities Administrator to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class A Certificates and Mezzanine of Offered Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the applicable Original Certificate Principal Balance, and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 1 in excess thereof; provided, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except however that one Certificate of each such Class of Certificates the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates of such Class shall equal the aggregate Original Certificate Principal Balance and provided, that, Offered Certificates must be purchased in minimum total investments of such Class on the Closing Date$100,000 per Class. The Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Private 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee Securities Administrator by a 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 Securities Administrator shall bind the Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Securities Administrator substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Private Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Subordinated Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine the Subordinated Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 100,000 initial Certificate Principal Balance and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R 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 such Class may be issued. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Subordinated Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A CertificatesA, the Mezzanine CertificatesClass A-IO, the Class DSI CertificatesM-1, the Class C CertificatesM-2, the Class M-3, Class M-IO, Class B-1, Class B-2, Class B-3, Class R-I Certificates and the Residual Class R-II Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee Securities Administrator to or upon the receipt of a written order of to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Certificates and Mezzanine 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 $25,000 100,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates)provided, except however, 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 Class Certificate Principal Balance or Notional Amount of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable will be issued in any registered, certificated form in minimum denominations of a 25% 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 issuedInterest. The Certificates shall be executed on behalf of the Issuing Entity Trust Fund by manual or facsimile signature on behalf of the Trustee Securities Administrator by a 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 Securities Administrator shall bind the Issuing EntityTrust Fund, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Securities Administrator substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, other than the Mezzanine Residual Certificates and (collectively, the Class DSI Certificates “Private Certificates”), shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A CertificatesA, the Mezzanine CertificatesClass X, the Class DSI Certificates, the B and Class C Certificates, the Class I Certificates and the Residual R Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Certificates and Mezzanine Certificates (other than the Class R Certificates) shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof. Each Class of Residual Certificates will be issued in registered, with certificated form in minimum denominations of a minimum investment 20% Percentage Interest except in the case of $100,000 (if one of each of the Class R-I Certificates are Bookand Class R-Entry II Certificates). Provided however, 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 or Notional Amount of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and other than the Class DSI Certificates R, Class B-4, Class B-5 and Class B-6 Certificates, shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI B Certificates, the Class P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates, the Mezzanine Certificates and Mezzanine the Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I P 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI B Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Floating Rate Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Floating Rate Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I P 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Floating Rate Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms annexed attached 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 Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issuable in registered form, in the minimum dollar denomination of $25,000 and denominations, integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 thereof (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedissued 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 ▇▇▇-▇-▇▇▇▇▇▇, Bank - JPMorgan Chase Bank, ABA Number ▇▇▇-▇▇▇-▇▇▇, Re: Countrywide 2005-34CB - Policy No. 46726 Class 1-A-3 Certificates. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf .behalf of the Trustee by a Responsible Officeran 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication 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 Agreement, or be valid for any purpose, unless such Certificate shall have been manually authenticated countersigned by the Trustee substantially in the form provided for hereinby manual signature, and such authentication countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated executed and delivered hereunder. All Certificates shall be dated the date of their authenticationcountersignature. Subject to Section 5.02(c)On the Closing Date, the Class A CertificatesTrustee shall countersign the Certificates to be issued at the direction of the Depositor, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificatesor any affiliate thereof. The other Classes Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates shall be Definitive Certificatesto facilitate transfers.

The Certificates. Each of (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall Class R Certificates) will be substantially issued in the forms annexed hereto minimum denominations of $25,000 Initial Certificate Principal Balance or Initial Notional Amount, as exhibitsapplicable, and shall, on integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, the Mezzanine Certificates and the Class DSI Subordinate Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the book- entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book- Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. SECTION 5.01 The Certificates. Each of the Class A Certificates, the Mezzanine Floating Rate Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Floating Rate Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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; provided, however, that the Floating Rate Certificates must be purchased in minimum total investments of $100,000 per class. The Class DSI P Certificates, the Class C Certificates, the Class I 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Floating Rate Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Offered Certificates, the Class DSI P Certificates, the Class C BIO Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class A Certificates of Offered Certificates, other than the Class A-IO Certificates, shall be initially evidenced by one or more certificates representing a fraction of the applicable Original Class Principal Balance, and Mezzanine shall be held in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof, and the Class A-IO Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the applicable initial Notional Amount, and shall be held in minimum dollar denomination denominations of $25,000 100,000 and integral dollar multiples of $1,000 1 in excess thereof; provided, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except however that one Certificate of each such Class of Certificates the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates of such Class shall equal the Certificate aggregate Original Class Principal Balance of such Class on the Closing Dateor initial Notional Amount, as applicable. The Class DSI CertificatesResidual Certificates (other than the Tax Matters Person Residual Interests), the Class C Certificates, the Class I P Certificates and the Residual Class BIO Certificates are issuable shall each be held in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued20%. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Class BIO Certificates, the Class P Certificates and the Residual Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A CertificatesA-1F, the Mezzanine CertificatesClass A-2F, the Class DSI CertificatesA-1A, the Class C CertificatesM-1, the Class I Certificates M-2, Class B, Class N, Class X, and the Residual Class R Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Offered Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesN, the Class C Certificates, the X and Class I Certificates and the Residual R Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued25%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Class N, Class X and Class R Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Offered Certificates and Mezzanine the Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 100,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesP, the Class C CertificatesCE-1, the Class I Certificates CE-2, Class R and the Residual Class R-X Certificates are issuable only in any minimum Percentage Interests; providedInterests of 10%. Subject to Section 9.02 respecting the final distribution on the Certificates, howeveron each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the related Record Date (other than as provided in Section 9.01 respecting the final distribution), in the case of Certificateholders of the Certificates, by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of such Certificates or by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, provided that the sum of all Trustee may deduct a reasonable wire transfer fee from any payment made by wire transfer. Distributions among Certificateholders shall be made in proportion to the Percentage Interests evidenced by the Certificates held by such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issuedCertificateholders. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Offered Certificates and the Class DSI B Certificates shall be Book-Entry Certificates. The other Classes of Class P, Class CE-1, Class CE-2, Class R and Class R-X Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI B Certificates, the Class C N Certificates, the Class I X Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class of the Class A Certificates, the Mezzanine Certificates and Mezzanine the Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar (or notional amount) denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesN, the Class C Certificates, the Class I Certificates X and the Residual Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued10%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI B Certificates shall be Book-Entry Certificates. The other Classes of Class N, Class X and Residual Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates of the Fixed Rate and Mezzanine Floating Rate Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 100,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesP, the Class C CertificatesCE-1, the Class I Certificates CE-2, Class R and the Residual Class R-X Certificates are issuable only in any minimum Percentage Interests; providedInterests of 10%. Subject to Section 9.02 respecting the final distribution on the Certificates, howeveron each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the related Record Date (other than as provided in Section 9.01 respecting the final distribution), in the case of Certificateholders of the Certificates, by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of such Certificates or by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, provided that the sum of all Trustee may deduct a reasonable wire transfer fee from any payment made by wire transfer. Distributions among Certificateholders shall be made in proportion to the Percentage Interests evidenced by the Certificates held by such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issuedCertificateholders. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates Fixed Rate and the Class DSI Floating Rate Certificates shall be Book-Entry Certificates. The other Classes of Class P, Class CE-1, Class CE-2, Class R and Class R-X Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI B Certificates, the Class C X Certificates, the Class I Certificates, the Class P Certificates, the Class O Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trust of the Trust Fund. The Class A Certificates and Mezzanine Underwritten Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C X 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Underwritten Certificates and the Class DSI P Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of The Class A-1 Certificates will be issued with an initial Certificate Balance equal to $[________] and the Class A CertificatesA-2 Certificates will be issued with an initial Certificate Balance equal to $[________], the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I and each such class of Certificates and the Residual Certificates shall will be substantially in the forms form annexed hereto as exhibitsExhibit A. The Class IO Certificates will be issued with an initial Notional Balance equal to $[______], and will be substantially in the form annexed hereto as Exhibit B. --------- The Class R Certificates will be substantially in the form annexed hereto as Exhibit C. The Certificates are issuable in registered form only. The Class A --------- Certificates will be issuable in Percentage Interests equivalent to initial Certificate Balances of not less than [$100,000] and integral multiples of [$1.00] in excess thereof. The Class IO Certificates will be issuable in Percentage Interests equivalent to initial Notional Balances of not less than [$100,000] and integral multiples of [$1.00] in excess thereof. The Class R Certificates are issuable in Percentage Interests of [10%] and integral multiples of [1%] in excess thereof. The Certificates shall, on original issue, be executedexecuted and authenticated by the Trustee, authenticated not in its individual capacity but solely as Trustee, and delivered by the Trustee to or upon the written order of the Depositor concurrently with upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Underlying Certificates and Mezzanine Certificates shall be initially evidenced any other documents that are required by one this Agreement or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 Trustee may be issuedreasonably request. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 Responsible Officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms form annexed hereto as exhibits, and Exhibit A through E. Each of the Certificates shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee to or Certificate Registrar upon the written order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Regular Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment in the case of $100,000 (if the Class A-1, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-1, Class M-2 and Class M-3 Certificates. The Residual Certificates are Book-Entry Certificates), except that one Certificate issuable only in Percentage Interests 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 Date100%. The Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Class Y 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing Entitybe binding, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. At any time and from time to time after the execution 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 authenticate and deliver such Certificates as provided in this Agreement and not otherwise. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Senior Certificates and the Class DSI M-1, Class M-2 and Class M Certificates shall be Book-Entry Certificates. The other Classes of Residual Certificates, Class C Certificates, Class P Certificates and Class Y Certificates shall be Definitive Physical Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms annexed attached 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 Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issuable in registered form, in the minimum dollar denomination of $25,000 and denominations, integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 thereof (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedissued in a different amount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Trustee to register the Class II-CE Certificates in the name of the Depositor or its designee. Subject to Section 9.02 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 therefor, if such Holder has so notified the Trustee at least five Business Days prior to the related Record Date 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 Issuing Entity by manual or facsimile signature on behalf of the Trustee by a Responsible Officeran 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 Agreement, or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for hereinby manual signature, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated executed and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c)On the Closing Date, the Class A CertificatesTrustee shall authenticate the Certificates to be issued at the direction of the Depositor, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificatesor any Affiliate thereof.

The Certificates. Each of the Class A Certificates, the Class S Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates, the Class S Certificates and the Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 50,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 or Notional Amount of such Class on the Closing Date. The Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable in any Percentage Interests; providedPROVIDED, howeverHOWEVER, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Book- Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I (a) The Certificates and the Residual Certificates shall will be substantially in the respective forms annexed hereto as exhibitsExhibits A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class P and Class R Certificates) will be issued in minimum denominations of $25,000 Initial Certificate Principal Balance or Initial Notional Amount, as applicable, and shall, on integral multiples of $1 in excess thereof. The Class P and Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, the Mezzanine Certificates and the Class DSI M Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each of (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates and the Residual Certificates, the ) will be issued in minimum denominations of $100,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class I C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Residual Certificates shall will each be substantially issuable in the forms annexed hereto as exhibits, minimum denominations of any Percentage Interest representing 20.00% and shall, on multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee Securities Administrator, authenticated by the Securities Administrator and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Securities Administrator of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee Securities Administrator by a Responsible 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 they signed the proper officers of the Trustee Securities Administrator shall bind the Issuing EntitySecurities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Securities Administrator by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, the Mezzanine Certificates and the Class DSI M Certificates shall initially be issued as one or more Certificates registered in the name of the Company or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Securities Administrator except to another Company that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the book-entry facilities of the Company and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Company Participant or brokerage firm representing such Certificate Owner. Each Company Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Company's normal procedures. The Securities Administrator shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Securities Administrator shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Securities Administrator, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Company as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Company Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Company as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Securities Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Company of such record date. If (i)(A) the Company advises the Securities Administrator in writing that the Company is no longer willing or able to properly discharge its responsibilities as Company and (B) the Company is unable to locate a qualified successor or (ii) the Company, with the consent of Certificate Owners, advises the Securities Administrator in writing that it elects to terminate the book-entry system through the Company, the Securities Administrator shall notify all Certificate Owners, through the Company, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the Book-Entry Certificates by the Company, accompanied by registration instructions from the Company for registration of transfer, the Securities Administrator shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Securities Administrator shall be liable for any actions taken by the Company or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee, the Securities Administrator and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I (a) The Certificates and the Residual Certificates shall will be substantially in the respective forms annexed attached 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 Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable in any Percentage InterestsExhibits A-1 through A-6; provided, however, that any of the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issuedissued 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 will be issuable in registered form only; provided, however, that in accordance with Section 5.03 beneficial ownership interests in the Book-Entry Certificates shall initially be held and transferred through the book-entry facilities of the Depository. The Senior Certificates will be issuable only in denominations corresponding to initial Certificate Principal Balances (or, in the case of the Class S Certificates, initial Certificate Notional Amounts) as of the Closing Date of not less than $10,000 and in any whole dollar denomination in excess thereof. The Sequential Pay Certificates (other than the Class A-1A and Class A-1B Certificates) will be issuable only in denominations corresponding to initial Certificate Principal Balances as of the Closing Date of not less than $100,000 and in any whole dollar denomination in excess thereof. The Residual Interest Certificates and the Grantor Trust Certificates will be issuable only in denominations representing Percentage Interests in the related Class of not less than 10.0%. (b) The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible Officeran 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 Issuing Entityfollowing sentence, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, however, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A A-1 Certificates, the Mezzanine Certificates, the Class DSI AIO Certificates, the Class C P Certificates, the Class I O Certificates and the Residual Certificates shall be substantially in the forms 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 Depositor Company concurrently with the sale and assignment to the Issuing Entity Trust of the Trust Fund. The Class A Certificates and Mezzanine Underwritten Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of 40 $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI AIO Certificates, the Class C P Certificates, the Class I 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 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 the Trustee) substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Underwritten Certificates, the Mezzanine Class AIO Certificates and the Class DSI P Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Subordinated Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 initial Certificate Principal Balance and the Subordinated Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $50,000 initial Certificate Principal Balance or initial Notional Amount, as applicable, and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 or Notional Amount, as applicable of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R 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 such Class may be issued. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Subordinated Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the (a) The Class A CertificatesA, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates M and the Residual Certificates Equity Certificate shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibit A through Exhibit C, and shall, on original issue, be executed, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Class A Certificates and Mezzanine Class M Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a the entire Original Class Certificate Principal Balance, and shall be held in minimum dollar denomination denominations of $25,000 [ ] and integral dollar multiples of $1,000 [ ] in excess thereof, with a minimum investment of $100,000 thereof (if the Certificates are Book-Entry Certificates), except that one Certificate of each such the Class of A and Class M 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 DSI Certificates, the Class C Certificates, the Class I 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. denomination). (b) The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature of any officer of the Trustee duly authorized to execute such Certificates on behalf of the Trustee by a Responsible OfficerTrust. 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be 52 dated the date of their authentication. Subject to Section 5.02(c)6.02, the Class A Certificates, the Mezzanine Certificates and the Class DSI M Certificates shall be Book-Entry Certificates. The other Classes of Certificates Equity Certificate shall not be Definitive Certificatesa Book-Entry Certificate.

The Certificates. Each of the Class A CertificatesA-1, the Mezzanine CertificatesClass A-2A, the Class DSI CertificatesA-2B, the Class C CertificatesA-2C Class A-2D, the Class I Certificates M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B, Class CE, Class P and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Securities Administrator and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Offered Certificates and Mezzanine the Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the CE and Class C Certificates, the Class I Certificates and the Residual P Certificates are issuable in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued10%. Each Residual Certificate is issuable only as a single certificate. 170 The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee Securities Administrator by a 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 Securities Administrator shall bind the Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Offered Certificates and the Class DSI B Certificates shall be Book-Entry Certificates. The other Classes of Class CE, Class P and Residual Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Offered Certificates and Mezzanine the Class B-4 and Class B-5 Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar (or notional amount) denomination of $25,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesN, the Class C CertificatesX, the Class I Certificates R and the Residual Class XR Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued10%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Offered Certificates and the Class DSI B-4 and Class B-5 Certificates shall be Book-Entry Certificates. The other Classes of Class N, Class X, Class R and Class XR Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms form annexed hereto as exhibits, and Exhibit A-1 through E. Each of the Certificates shall, on original issue, be executed, executed by the Securities Administrator and authenticated and delivered by the Trustee to or Certificate Registrar upon the written order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Regular Certificates (other than the Class B-4, Class B-5 and Mezzanine Certificates Class B-6 Certificates) shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with in the case of the Class X Certificates, a minimum investment notional amount of $100,000 (if and integral dollar multiples of $1 in excess thereof, and in the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum case of the denominations Class PO Certificates, which will be issued in minimum percentage interests of all outstanding Certificates 0.01%, provided, that, such certificates must be purchased in minimum total investments of such Class shall equal the Certificate Principal Balance of such Class on the Closing Dateat least $100,000. The Class DSI Certificates, the Class C Certificates, the Class I Physical Certificates and the Residual Certificates are issuable will each be issued as a single certificate 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 issuedphysical form. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee Securities Administrator by a 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 Securities Administrator shall bind the Issuing Entitybe binding, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. At any time and from time to time after the execution and delivery of this Agreement, the Depositor may deliver Certificates executed by the Securities Administrator to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and deliver such Certificates as provided in this Agreement and not otherwise. Subject to Section 5.02(c6.02(c), the Class A Senior Certificates (other than the Residual Certificates, the Mezzanine Certificates ) and the Class DSI B-1, Class B-2 and Class B-3 Certificates shall be Book-Entry Certificates. The other Classes of Residual Certificates and the Class B-4, Class B-5 and Class B-6 Certificates shall be Definitive 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 initially in the 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 subscribers for such Certificates represented thereby with the Securities Administrator, as custodian for DTC and registered in the name of a nominee of DTC, duly executed by the Securities Administrator and authenticated by the Certificate Registrar as hereinafter provided. The aggregate principal amounts of the Restricted Global Securities or Regulation S Global Securities, as applicable, may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar and DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I (a) The Certificates and the Residual Certificates shall will be substantially in the respective forms annexed hereto as exhibitsExhibits A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class P, Class C, Class R and shallthe Class R-X Certificates) will be issued in minimum denominations of $25,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P, on Class R and the Class R-X Certificates will each be issuable in minimum denominations of any Percentage Interest representing 10.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, Certificates and the Mezzanine Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the Class DSI book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with 98 respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI B Certificates, the Class P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates, the Mezzanine Certificates and Mezzanine the Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI P Certificates, the Class C Certificates, the Class I 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI B Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual (a) The Certificates shall be issued as Class E-1, Class E-2 and Class R Certificates substantially in the respective forms annexed hereto set forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit A-R. The aggregate Certificate Principal Balance of all Certificates of each Class issued as exhibitsof the Closing Date shall equal such Class's respective Original Certificate Principal Balance. The Certificates shall be issued in minimum denominations of a Single Certificate and (except for the Class R Certificate) integral multiples of $1,000 initial Certificate Principal Balance in excess thereof, and except for one Class E Certificate of each Class which may be issued in another denomination. There will be only one Class R Certificate. The Certificates shall, on original issue, be executedexecuted by the Trustee, not in its individual capacity but solely as Trustee, authenticated by the Registrar and delivered by the Trustee to or upon the order of Depositor upon receipt by the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundUnderlying Certificates pursuant to Section 2.01 hereof. The Class A Certificates and Mezzanine Certificates Each Certificate shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 in fully-registered form and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may shall 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 DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages numbered serially for each such Class totals 100% and no more than ten Certificates of each Class may be issuedidentification. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a any Responsible OfficerOfficer thereof. 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication execution 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 Agreement, or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee Registrar substantially in the form provided for hereinset forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-R, as the case may be, and such authentication manual signature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authenticationauthentication and delivery. Subject Until such time as Definitive Certificates are issued pursuant to Section 5.02(c)4.05, the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be each Book-Entry Certificates. The other Classes of Certificates Certificate shall be Definitive Certificates.bear such legend:

The Certificates. Each The Investor Certificates of the any ---------------- Series or Class A may be issued in bearer form ("Bearer Certificates") with ------------------- attached interest coupons and any other applicable coupon (collectively, the Mezzanine "Coupons") or in fully registered form ("Registered Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates ") and the Residual Certificates shall be ------- ----------------------- substantially in the forms annexed hereto form of the exhibits with respect thereto attached to the applicable Supplement. Each Series of Variable Interest Certificates initially shall be issued as exhibitsone or more Series of Variable Interest Certificates in an aggregate original principal amount equal to the Initial Invested Amount (as defined in the related Supplement) for the Series and with an initial aggregate Stated Amount in the amount set out in the related Supplement . The Seller Certificate will be issued in registered form, substantially in the form of Exhibit A, and shall, on original shall upon issue, be executed, authenticated executed and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment Seller to the Issuing Entity of the Trust FundTrustee for authentication and redelivery as provided in Section 6.02. The Class A Certificates and Mezzanine Except as otherwise provided in Section 6.03 or in any Supplement, Bearer Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issued in minimum dollar denomination denominations of $25,000 500,000 and Registered Certificates shall be issued in minimum denominations of $500,000 and in integral dollar multiples of $1,000 100,000 in excess thereof. If specified in any Supplement, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 Investor Certificates of such any Series or Class shall equal be issued upon initial issuance as a single certificate evidencing the Certificate Principal Balance aggregate original principal amount (or Stated Amount in the case of Variable Funding Certificates) of such Class on the Closing DateSeries or Class. The Class DSI Certificates, Seller Certificate shall initially be a single certificate and shall initially represent the Class C Certificates, the Class I 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 issuedentire Seller's Interest. The Certificates Each Certificate shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee Seller by a Responsible Officerits President or any Vice President. Certificates bearing the manual or facsimile signatures signature of individuals an individual who werewas, at the time when such signatures were signature was affixed, authorized to sign on behalf of the Trustee Seller shall bind the Issuing Entitynot be rendered invalid, notwithstanding that such individuals or any of them have individual ceased to be so authorized prior to the authentication and delivery of such Certificates or did does not hold such offices office at the date of such CertificateCertificates. No Certificate Certificates shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. Bearer Certificates shall be dated the Closing Date. All Registered Certificates and the Seller Certificate shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Section 6.01. The Certificates. Each of the Class A Certificates, the Mezzanine Offered Certificates, the Class DSI BIO Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class A Certificates and Mezzanine of Offered Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the applicable Original Class Principal Balance or Notional Amount, as applicable, and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates the Offered Certificate may be in a different denomination so that the sum of the denominations of all outstanding Offered Certificates of such Class shall equal the Certificate aggregate Original Class Principal Balance of such Class on the Closing Dateor Notional Amount, as applicable. The Class DSI Residual Certificates, the and Class C Certificates, the Class I BIO Certificates and the Residual Certificates are issuable shall be held in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued20%. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Residual Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through A-11. The Certificates will be issuable in registered form only. The Certificates (other than the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall Class R Certificates) will be substantially issued in the forms annexed hereto minimum denominations of $25,000 Initial Certificate Principal Balance or Initial Notional Amount, as exhibitsapplicable, and shall, on integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $10,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, Certificates and the Mezzanine Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the Class DSI book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book- Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each of the Class A CertificatesAI, the Mezzanine CertificatesClass AII, the Class DSI CertificatesM-1, the Class C CertificatesM-2, the Class I Certificates M-3, Class M-4, Class M-5, Class N, Class X, and the Residual Class R Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Offered Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual N Certificates are issuable only in any minimum denominations evidencing initial principal amounts of $25,000 and integral multiples of $1 in excess thereof. The Class X and Class R Certificates are issuable only in minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued10%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Offered Certificates and the Class DSI M-5 Certificates shall be Book-Entry Certificates. The other Classes of Class N, Class X and Class R Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each (a) The Investor Certificates of the any Series or Class A may be issued, subject to applicable laws and regulations, in fully registered form (“Registered Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates ”) and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsform of the exhibits with respect thereto attached to the applicable Series Supplement. The Transferor may elect at any time, by written notice to the Trustee, to have its fractional undivided interest in the Trust be (i) evidenced by a certificate or (ii) an uncertificated interest. If the Holder of the Transferor Certificate elects to have its fractional undivided interest in the Trust be uncertificated, it shall deliver to the Trustee for cancellation any certificate previously issued. If the Holder of the Transferor Certificate elects to have its fractional undivided interest in the Trust be evidenced by a certificate, such certificate shall be issued pursuant hereto, substantially in the form of Exhibit D, and shall, on original issue, shall upon issue be executed, authenticated executed and delivered by the Trustee to or upon the order Holder of the Depositor concurrently with the sale and assignment Transferor Certificate to the Issuing Entity of the Trust FundTrustee for authentication and redelivery as provided in Section 6.03. The Class A Certificates and Mezzanine Except as otherwise provided in any Series Supplement or in Section 6.11, Registered Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issued in minimum dollar denomination denominations of $25,000 1,000 Fractional Undivided Interests and in integral dollar multiples of $1,000 in excess thereof. If specified in any Series Supplement, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 Investor Certificates of such any Series or Class shall equal be issued upon initial issuance as a single certificate evidencing the Certificate Principal Balance of such Series Initial Investor Interest or Class on the Closing DateInitial Investor Interest, as applicable, as described in Section 6.11. The Class DSI Certificates, Transferor Certificate shall represent the Class C Certificates, the Class I 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 issuedentire Transferor Interest. The Certificates shall be executed on behalf of the Issuing Entity Trust by Discover Funding as the Holder of the Transferor Certificate by any authorized officer. The signature of any of these officers on the Certificates may be manual or facsimile signature on behalf of the Trustee by a Responsible Officer. facsimile. (b) 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 proper officers of the Trustee Transferor shall bind the Issuing Entitynot become invalid, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. Certificates. (c) No Certificate shall be entitled to any benefit under this Agreement (or any Series Supplement), or be valid or obligatory for any purpose, purpose unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinattached to Exhibit D hereto (in the case of any certificated Transferor Certificate) or attached to the appropriate exhibits to a Series Supplement, as applicable, executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Agreement and the relevant Series Supplement. All Registered Certificates and any certificated Transferor Certificate shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class AF-1, Class AV-1, Class AV-2, Class AV-3, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class N, Class X, Class R and Class R-A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Offered Certificates and Mezzanine the Class B-4 Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesN, the Class C Certificates, the X and Class I Certificates and the Residual R Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such 10%. The Class totals 100% and no more than ten R-A Certificates are issuable only in minimum Percentage Interests of each Class may be issued50%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Class B-4, Class N, Class X and Class R Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each (a) The Certificates of the each Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth with respect thereto in Exhibit A hereto, respectively, and shall, on original issue, be executed, authenticated executed and delivered by the Trustee on behalf of the Trust, not individually but solely as Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. Trust. (b) The Class A Book-Entry Certificates and Mezzanine Certificates shall will be initially evidenced by one or more certificates, beneficial ownership of which will be held (i) in the case of the Fixed Rate Group Certificates representing a Percentage Interest with a and the Class A-1A Certificates, in minimum dollar denomination denominations of $1,000 and integral multiples of $1 in excess thereof; and (ii) in the case of the Subordinate Certificates, in minimum dollar denominations of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, . Each of the Class C Certificates shall be issuable with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may be in face amount expressed as a different denomination so that the sum Percentage Interest not less than 1.00%. Each of the denominations of all outstanding Class R Certificates shall be issuable solely as a single Class R Certificate evidencing the entire Percentage Interest of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class DSI R Certificates, the Class C Certificates, the Class I 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. . (c) The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature by the Trustee on behalf of the Trustee Trust (not in its individual capacity but solely as Trustee) by a Responsible Officeran authorized officer 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication countersigning 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication signature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI B Certificates, the Class P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Issuing Entity Trustee of the Trust Fund. The Class A Certificates, the Mezzanine Certificates and Mezzanine the Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 50,000 and integral dollar multiples of $1,000 1.00 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI P Certificates, the Class C Certificates, the Class I 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 issuedissued and outstanding at any one time. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI B Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each The Investor Certificates of the Class A Certificateseach Series, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates Variable Funding Certificate and the Residual Certificates Transferor Certificate shall be substantially in the forms annexed form of Exhibits A, B and C, respectively, hereto (with such changes as exhibits, may be specified in the relevant Supplement) and shall, on original issueupon issuance pursuant hereto or to Section 6.09, be executed, authenticated executed and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment Transferor to the Issuing Entity of the Trust FundTrustee for authentication and redelivery as provided in Section 6.02. The Class A Certificates and Mezzanine Investor Certificates shall be initially evidenced by one issued in the minimum denominations indicated in the related Supplement; provided that unless and until the Transferor delivers to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that the Trust is not an "investment company" as defined in the Investment Company Act of 1940, as amended, no Series of Certificates shall be issued and no Certificate of a Series shall be sold or more Certificates representing a Percentage Interest with a minimum dollar denomination transferred, unless at the time of $25,000 and integral dollar multiples such issuance, sale or transfer the Transferor shall deliver to the Trustee an Officer's Certificate certifying to the Trustee that such issuance, sale or transfer will not cause the aggregate number of $1,000 "beneficial owners" (as defined in excess thereofSection 3 of the Investment Company Act of 1940, with a minimum investment as amended) of $100,000 (if the Certificates are Book-Entry Certificatesof such Series and all outstanding Series to exceed 97 or such lower number as the Transferor may determine (and shall notify the Trustee in writing with respect thereto). For purposes of this Section 6.01, except that one Certificate the Transferor shall determine the number of "beneficial owners" of a Series and of all outstanding Series by dividing the Initial Invested Amount of such Series by the minimum denomination with respect to such Series and adding the results 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 Datecalculation. The Class DSI Certificates, the Class C Certificates, the Class I Certificates Variable Funding Certificate and the Residual Certificates are issuable Transferor Certificate shall each initially be issued in any Percentage Interests; providedone certificate to the CP Issuer and to the Transferor, 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 issuedrespectively. The Certificates Each Certificate shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee Transferor by a Responsible Officerany of its Chairman of the Board, its Vice Chairman of the Board, its President or any Vice President. Certificates bearing the manual or facsimile signatures signature of individuals the individual who werewas, at the time when such signatures were signature was affixed, authorized to sign on behalf of the Transferor or the Trustee shall bind the Issuing Entitynot be rendered invalid, notwithstanding that such individuals or any of them have individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did does not hold such offices office at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement or any applicable Supplement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A and B, respectively, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Each Class of Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a fraction of the Original Class A Certificate Principal Balance and shall be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such of the Class of Certificates A Certificate may be in a different denomination so that the sum of the denominations of all outstanding Class A Certificates of such Class shall equal the Original Class A Certificate Principal Balance of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I 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 issuedBalance. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Class R Certificates shall not be Definitive Book-Entry Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms form annexed hereto as exhibits, and Exhibit A through E. Each of the Certificates shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee to or Certificate Registrar upon the written order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Regular Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment in the case of the Certificates (other than the Class B-5, Class B-6 and Class B-7 Certificates) and $100,000 and integral dollar multiples of $100,000 (if 1 in excess thereof, in the case of the Class B-5, Class B-6 and Class B-7 Certificates are Book-Entry Certificates), except that (i) one Certificate of each such of the Class of B-5, Class B-6 and Class B-7 Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Class Certificate Principal Balance of such Class on the Closing Date. The Class DSI Certificates, Date and (ii) the Class C CertificatesA-R, the Class I Certificates A-R-II and the Residual Class P Certificates are issuable only in any a Percentage Interests; provided, however, that the sum Interest of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing Entitybe binding, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. At any time and from time to time after the execution 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 authenticate and deliver such Certificates as provided in this Agreement and not otherwise. Subject to Section 5.02(c6.02(c), the Class A Certificates, Senior Certificates (other than the Mezzanine Certificates Residual Certificate and the Class DSI P Certificate) and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates shall be Book-Entry Certificates. The other Classes of Class P and the Residual Certificates shall be Definitive Physical Certificates. The Private Certificates shall be offered and sold in reliance either on (i) the exemption from registration under Rule 144A of the 1933 Act and shall be issued initially in the 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 on e 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 subscribers for such Certificates represented thereby with the Trustee, as 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 aggregate principal amounts of the Restricted Global Securities or Regulation S Global Securities, as applicable, may from time to time be increased or decreased by adjustments made on the records of the Trustee and DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. Each of (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A and B-1 through B-4. The Certificates will be issuable in registered form only. The Certificates (other than the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Class R Certificates) will be issued in minimum denominations of $25,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class C Certificates shall will be substantially issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the forms annexed hereto as exhibits, Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and shall, on multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, Certificates and the Mezzanine Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the Class DSI book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book- Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each Section 3.01. Title, Form, Denomination and Execution of Certificates. (a) The Initial Certificates shall be known as 27 the "7.522% Initial Pass Through Certificates, Series 1997-2D" and the Exchange Certificates shall be known as the "7.522% Exchange Pass Through Certificates, Series 1997-2D", in each case, of the Class A Certificates, Trust. Each Certificate will represent a fractional undivided interest in the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates Trust and the Residual Certificates shall be substantially in the forms annexed hereto form set forth as exhibitsExhibit A hereto, with such appropriate insertions, omissions, substitutions and shallother variations as are required or permitted by this Agreement and may have such letters, on original issuenumbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be executed, authenticated and delivered determined by the Trustee to or upon the order officers executing such Certificates, as evidenced by the Trustee's or officer's execution of the Depositor concurrently with the sale and assignment to the Issuing Entity of the Trust Fund. Certificates. (b) The Class A Certificates and Mezzanine Initial Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination issued only in fully registered form without coupons and only in denominations of $25,000 and 100,000 or integral dollar multiples of $1,000 in excess thereof, with except that one Certificate may be issued in a minimum investment different denomination. The Exchange Certificates will be issued in denominations of $100,000 (if the Certificates are Book-Entry Certificates)1,000 or integral multiples thereof, except that one Certificate of each such Class of Certificates may be issued in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the denomination. Each Certificate Principal Balance of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I 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. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a 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 Issuing Entity, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $27,369,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Restricted Global Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. (d) The Initial Certificates offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each a "Regulation S Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Regulation S Global Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as 28 custodian for DTC, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morg▇▇ ▇▇▇ranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Certificates are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the date of the closing of the offering under the Purchase Agreement. The aggregate principal amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. The Restricted Global Certificate and Regulation S Global Certificate are sometimes collectively referred to herein as the "Global Certificates". (e) Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Restricted Global Certificate shall be issued substantially in the form of Exhibit A hereto in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive Certificates"). Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S Global Certificate shall be issued substantially in the form of Exhibit A hereto in definitive, fully registered form without interest coupons (the "Regulation S Definitive Certificates"). The Restricted Definitive Certificates and the Regulation S Definitive Certificates are sometimes collectively referred to herein as the "Definitive Certificates". (f) The Exchange Certificates shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each, a "Global Exchange Certificate"), except that (i) the Restricted Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto relating to the nature of the Exchange Certificates as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The 29 aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clauses (i) and (ii) of the first sentence of this Section 5.02(c3.01(f), the Class A terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, the Mezzanine Certificates and the Class DSI mutatis mutandis. (g) The definitive Certificates shall be Book-Entry Certificates. The other Classes of Certificates in registered form and shall be Definitive typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual (a) The Certificates shall be substantially issued in the forms 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 Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples denominations of $1,000 in excess and integral multiples thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 one Certificate may be issuedissued in a denomination that includes any residual amount. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of a Responsible Officer of the Trustee by a Responsible OfficerTrustee. 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 Issuing EntityTrust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such CertificateCertificates. (b) The Certificates are pass-through securities having the rights described therein and herein. No Notwithstanding references herein or therein with respect to the Certificates as to "principal" and "interest" no debt of any Person is represented thereby, nor are the Certificates or the underlying Receivables guaranteed by any Person (except that the Receivables may be recourse to the Obligors thereof to the extent permitted by law and except for the rights of the Trustee with respect to the Certificate shall be entitled Insurance Policy). Distributions on the Certificates are payable solely from payments received on or with respect to any benefit the Receivables, moneys in the Collection Account and the Certificate Account, except as otherwise provided herein, from earnings on moneys and the proceeds of property held as a part of the Trust and, upon the occurrence of certain events as herein provided, from draws on the Reserve Account and the Yield Maintenance Account and claims under this Agreement or be valid for any purposethe Certificate Insurance Policy. Each Certificate entitles the Certificate Owner thereof to receive monthly on each Distribution Date a specified portion of such payments with respect to the Receivables, unless earnings, proceeds and withdrawals from the Reserve Account and the Yield Maintenance Account and claims under the Certificate Insurance Policy pro rata in accordance with the ownership interest of such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive CertificatesOwner.

The Certificates. Each of the Class A CertificatesA-1, the Mezzanine CertificatesClass A-2A, the Class DSI CertificatesA-2B, the Class C CertificatesA-2C, the Class I Certificates A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class B-1, Class B-2, Class CE, Class P and the Residual Class R Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Offered Certificates and Mezzanine the Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the CE and Class C Certificates, the Class I Certificates and the Residual P Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such 10%. The Class totals 100% and no more than ten Certificates of each Class may be issuedR Certificate is issuable only as a single certificate. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Offered Certificates and the Class DSI B Certificates shall be Book-Entry Certificates. The other Classes of Class CE, Class P and Class R Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A CertificatesAF-1, the Mezzanine CertificatesClass AV-1, the Class DSI CertificatesAV-2, the Class C CertificatesAV-3, the Class I Certificates A-IO, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class N, Class X, Class R and the Residual Class R-X Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Offered Certificates and Mezzanine the Class B-4 Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar (or notional amount) denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesN, the Class C Certificates, the X and Class I Certificates and the Residual R Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such 10%. The Class totals 100% and no more than ten R-X Certificates are issuable only in minimum Percentage Interests of each Class may be issued50%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Offered Certificates and the Class DSI B-4 Certificates shall be Book-Entry Certificates. The other Classes of Class N, Class X, Class R and Class R-X Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form. The Class B-4 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 with the applicable legends set forth in Exhibit B-4 hereto added to the forms of such Certificates (each, a "Book-Entry Regulation S Global Security"), which shall be deposited on behalf of the Holders of such Certificates represented thereby with the Certificate Registrar, as custodian for DTC and registered in the name of a nominee of DTC, duly executed and authenticated by the Certificate Registrar as hereinafter provided. The aggregate principal amounts of the Book-Entry Regulation S Global Securities 113 may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar or DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms annexed attached 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 Issuing Entity of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issuable in registered form, in the minimum dollar denomination of $25,000 and denominations, integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 thereof (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedissued in a different amount) and aggregate denominations per Class set forth in the Preliminary Statement. The Depositor hereby directs the Trustee to register the Class I-CE Certificates in the name of the Depositor or its designee. Subject to Section 9.02 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 therefor, if such Holder has so notified the Trustee at least five Business Days prior to the related Record Date 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 Issuing Entity by manual or facsimile signature on behalf of the Trustee by a Responsible Officeran 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 Agreement, or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for hereinby manual signature, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated executed and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c)On the Closing Date, the Class A CertificatesTrustee shall authenticate the Certificates to be issued at the direction of the Depositor, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificatesor any Affiliate thereof.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms form annexed hereto as exhibits, and Exhibit A through D. Each of the Certificates shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee to or Certificate Registrar upon the written order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Regular Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if in the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum case of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such 1A-1A, Class on the Closing Date. The 2A-1A, Class DSI 2A-1B1, Class 2A-1B2, Class 2A-1C1, Class 2A-1C2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum Offered Certificates shall only be sold to initial investors in minimum total investment amounts of all such percentages for each such $100,000. The Class totals C, Class P and Class R Certificates are issuable only in a Percentage Interest of 100% and no more than ten Certificates of each Class may be issued%. The Certificates shall be executed on behalf of the Issuing Entity Trust Fund by manual or facsimile signature on behalf of the Trustee by a 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 Issuing Entitybe binding, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. At any time and from time to time after the execution 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 authenticate and deliver such Certificates as provided in this Agreement and not otherwise. Subject to Section 5.02(c6.02(c), the Class A Certificates, Senior Certificates (other than the Mezzanine Certificates Residual Certificate) and the Class DSI Subordinate Certificates shall be Book-Entry Certificates. The other Classes of Private Certificates shall be Definitive Certificatesoffered and sold in reliance either on (i) the exemption from registration under Rule 144A of the 1933 Act and shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form with the applicable legends set forth in Exhibits C-1, C-2 or C-3 hereto, as applicable, (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 Exhibits C-1, C-2 or C-3 hereto, as applicable, (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 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 aggregate principal amounts of the Restricted Global Securities or Regulation S Global Securities, as applicable, may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar and DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. Each of the Class A CertificatesA, the Mezzanine CertificatesClass M, the Class DSI CertificatesB, the Class C CertificatesP, the Class I Certificates CE-1, Class CE-2,Class R and the Residual Class R-X Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates of the Class A, Class M and Mezzanine Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar (or notional amount) denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesP, the Class C CertificatesCE-1, the Class I Certificates CE-2 and the Residual Class R Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such 10%. The Class totals 100% and no more than ten R-X Certificates are issuable only in minimum Percentage Interests of each Class may be issued50%. 108 The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A CertificatesA, the Mezzanine Certificates Class M and the Class DSI B Certificates shall be Book-Entry Certificates. The other Classes of Class P, Class CE-1, Class CE-2,Class R and Class R-X Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form. The Class ▇-▇, ▇-▇ and 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 with the applicable legends set forth in Exhibits ▇-▇-▇, ▇-▇-▇ and B-3-2 hereto added to the forms of such Certificates (each, a "Book-Entry Regulation S Global Security"), which shall be deposited on behalf of the Holders of such Certificates represented thereby with the Certificate Registrar, as custodian for DTC and registered in the name of a nominee of DTC, duly executed and authenticated by the Certificate Registrar as hereinafter provided. The aggregate principal amounts of the Book-Entry Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar or DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. Each of (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through A-15. The Certificates will be issuable in registered form only. The Certificates (other than the Class A Certificates, the Mezzanine Certificates, the Class DSI P Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall Class R Certificates) will be substantially issued in the forms annexed hereto minimum denominations of $25,000 Initial Certificate Principal Balance or Initial Notional Amount, as exhibitsapplicable, and shall, on integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $10,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 20.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Company executed by an officer of the Company, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with Company upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A Certificates, Certificates and the Mezzanine Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the Class DSI book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry 100 Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book- Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Company, issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable. 101

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms 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 Company concurrently with the sale and assignment to the Issuing Entity Trust of the Trust Fund. The Class A Certificates and Mezzanine Offered Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A CertificatesA, the Mezzanine CertificatesClass A-IO, the Class DSI CertificatesM-1, the Class C CertificatesM-2, the Class I Certificates B-1, Class B-2, Class B-3, Class N, Class X and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A of the Offered Certificates and Mezzanine the Class B-3 Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar (or notional amount) denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesN, the Class C Certificates, the Class I Certificates X and the Residual Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued10%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Class B-3, Class N, Class X and Residual Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual (a) The Certificates shall be issued as Class E-1, Class E-2 and Class R Certificates substantially in the respective forms annexed hereto set forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit A-R. The aggregate Certificate Principal Balance of all Certificates of each Class issued as exhibitsof the Closing Date shall equal such Class's respective Original Certificate Principal Balance. The Certificates shall be issued in minimum denominations of a Single Certificate and (except for the Class R Certificate) integral multiples of $1,000 initial Certificate Principal Balance in excess thereof, and except for one Class E Certificate of each Class which may be issued in another denomination. There will be only one Class R Certificate. The Certificates shall, on original issue, be executedexecuted by the Trustee, not in its individual capacity but solely as Trustee, authenticated by the Registrar and delivered by the Trustee to or upon the order of Depositor upon receipt by the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundUnderlying Certificates pursuant to Section 2.01 hereof. The Class A Certificates and Mezzanine Certificates Each Certificate shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 in fully-registered form and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may shall 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 DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages numbered serially for each such Class totals 100% and no more than ten Certificates of each Class may be issuedidentification. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a any Responsible OfficerOfficer thereof. 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication execution 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 Agreement, or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee Registrar substantially in the form provided for hereinset forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-R, as the case may be, and such authentication manual signature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authenticationauthentication and delivery. Subject Until such time as Definitive Certificates are issued pursuant to Section 5.02(c4.05, each Book-Entry Certificate shall bear such legend: "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), the Class A CertificatesTO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." (b) Upon original issuance, the Mezzanine Certificates and the Class DSI Book-Entry Certificates shall be issued in the form of one or more typewritten certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the nominee of the initial Clearing Agency, and no Beneficial Owner will receive a definitive certificate representing such Beneficial Owner's interest in the Book-Entry Certificates, except as provided in Section 4.05. The other Classes Unless and until definitive, fully-registered certificates ("Definitive Certificates") have been issued to Beneficial Owners pursuant to Section 4.05: (i) the provisions of Certificates this Section 4.01(b) shall be Definitive in full force and effect; (ii) the Depositor, the Registrar and the Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Book-Entry Certificates and the taking of actions by the Holders of Book-Entry Certificates) as the authorized representative of the Beneficial Owners; (iii) to the extent that the provisions of this Section 4.01(b) conflict with any other provisions of this Agreement, the provisions of this Section 4.01(b) shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law, the rules, regulations and procedures of the Clearing Agency and agreements between such Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall, with respect to the Book-Entry Certificates, refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall, with respect to the Book-Entry Certificates, refer to distributions, notices, reports and statements to the Clearing Agency or its nominee, as registered holder of the Book-Entry Certificates, as the case may be, for distribution to Beneficial Owners in accordance with the procedures of the Clearing Agency; and (v) the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants to the Beneficial Owners or their nominees. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of Book-Entry Certificates evidencing specified Percentage Interests, such direction or consent shall be given by Beneficial Owners having the requisite Percentage Interests, acting through the Clearing Agency.

The Certificates. Each The Certificates consist of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Regular Certificates and the Residual Class R Certificates. The Certificates shall in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. The Certificates will be substantially in the forms annexed hereto as exhibitsExhibits A, B, C and shallD. The Class A-1, on Class A-2, Class A-3, Class A-4 and Class A-5, Certificates shall be issued upon 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 Issuing Entity of the Trust Fundissuance as Book-Entry Certificates. The Class A R Certificates and Mezzanine Class X Certificates shall be initially evidenced by one or more issued at all times as Definitive Certificates. The Offered Certificates representing a Percentage Interest with a minimum dollar denomination are issuable only in denominations of $25,000 1,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual R Certificates are issuable only in any denominations representing Percentage Interests; providedInterests of at least 10%. Upon original issue, howeverthe Certificates shall be executed by the Trustee and authenticated and delivered by the Trustee, that upon the sum Written Order to Authenticate and upon receipt of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issuedthe documents specified in Section 2.04 hereof. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee by a Responsible Officeran authorized signatory. 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 proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the 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 there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), Interest shall accrue on the Regular Certificates (other than the Class A A-1 Certificates) on the basis of a 360-day year consisting of twelve 30-day months, the Mezzanine Certificates and except as otherwise provided herein. Interest shall accrue on the Class DSI A-1 Certificates shall be Bookon the actual number of days in each Accrual Period and a 360-Entry Certificates. The other Classes of Certificates shall be Definitive Certificatesday year, except as otherwise provided herein.

The Certificates. Each (a) The Certificates of the each Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth with respect thereto in Exhibit A hereto, respectively, and shall, on original issue, be executed, authenticated executed and delivered by the Trustee on behalf of the Trust, not individually but solely as Trustee to or upon the order of the Depositor Seller concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. Trust. (b) The Class A Book-Entry Certificates and Mezzanine Certificates shall will be initially evidenced by one or more Certificates representing a Percentage Interest with a certificates, beneficial ownership of which will be held (i) in the case of the Class A Certificates, in minimum dollar denomination denominations of $1,000 and integral multiples of $1 in excess thereof; and 79 (ii) in the case of the Subordinate Certificates, in minimum dollar denominations of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum . Each of the denominations of all outstanding Class R Certificates shall be issuable solely as a single Class R Certificates evidencing the entire Percentage Interest of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class DSI R Certificates, the Class C Certificates, the Class I 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. . (c) The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature by the Trustee on behalf of the Trustee Trust (not in its individual capacity but solely as Trustee) by a Responsible Officeran authorized officer 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication countersigning 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication signature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms form annexed hereto as exhibits, and Exhibit A through E. Each of the Certificates shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee to or Certificate Registrar upon the written order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Regular Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1 in excess thereof, in the case of the Class A, Class B-1, Class B-2 and Class B-3 Certificates and $100,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment in the case of $100,000 (if the Certificates are Book-Entry Class B-4, Class B-5 and Class B-6 Certificates), 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 Class Certificate Principal Balance of such Class on the Closing Date. The Class DSI Certificates, the A-R and Class C Certificates, the Class I Certificates and the Residual P Certificates are issuable only in any a Percentage Interests; provided, however, that the sum Interest of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing Entitybe binding, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. At any time and from time to time after the execution 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 authenticate and deliver such Certificates as provided in this Agreement and not otherwise. Subject to Section 5.02(c6.02(c), the Class A Certificates, Senior Certificates (other than the Mezzanine Certificates Residual Certificate and the Class DSI P Certificate) 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-Book Entry Certificates. The other Classes of Certificates Residual Certificate and the Class P Certificate shall be Definitive Physical Certificates. The Private Certificates (other than the Class P Certificate) shall be offered and sold in reliance on the exemption from registration under Rule 144A of the 1933 Act and shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form with the applicable legends set forth in Exhibit A (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 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 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 and DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. Each of the The Class A CertificatesA, the Mezzanine Certificates, the Class DSI Certificates, the B and Class C Certificates, the Class I Certificates and the Residual R Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A, B and C, respectively, and shall, on original issue, be executedexecuted on behalf of the Trust Fund, authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Funddocuments specified in Section 2. 1. The Class A Certificates and Mezzanine Class B Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issuable in the minimum dollar denomination of $25,000 and denominations, integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 thereof and aggregate dollar denominations per Class as set forth in the following table (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may be issued in a different denomination so that the sum denomination): Minimum Integral Multiples Class Denomination in Excess of the denominations of all outstanding Minimum Aggregate Denomination A $100,000 $1,000 $5,280,412.28 B $100,000 $1,000 $ 459,166.29 The Class R Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Datehave no principal balance and do not bear interest. The Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual R 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. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trust Fund by the Trustee by a Responsible Officeran authorized officer under its seal imprinted thereon. 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication execution and delivery of such Certificates or did not hold such offices at the date of any such Certificate. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated executed and delivered hereunder. Each Certificate executed, authenticated and delivered by the Trustee to or upon the order of the Depositor on the Closing Date shall be dated as of the Closing Date. All other Certificates that are authenticated after the Closing Date shall be dated the date of their authentication. Subject to Section 5.02(c), Pending the Class A preparation of definitive Certificates, the Mezzanine Trustee may execute, authenticate and deliver temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Certificates in lieu of which they may be so issued and with such variations as the Class DSI officers 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 Book-Entry exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Trustee to be maintained as provided in Section 6.2, without charge to the Certificateholder. Upon surrender or cancellation of any one or more temporary Certificates, the Trustee shall execute, authenticate and deliver and exchange therefor a like aggregate initial principal amount of definitive Certificates of the same Class and of authorized denominations. The other Classes of Until so exchanged, the temporary Certificates shall in all respects be Definitive Certificatesentitled to the same benefits under this Agreement as definitive Certificates of the same Class.

The Certificates. Each Initially, the Trust shall issue a single denomination of a 100.00% Certificate Percentage Interest of each of the Class A CE-1 Certificates and Class CE-2 Certificates, the Mezzanine Certificates, the . The Class DSI Certificates, the Class C Certificates, the Class I CE-1 Certificates and the Residual Class CE-2 Certificates shall be substantially each represent a 50% and 50%, respectively, interest in the forms 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 Issuing Entity portion of the Trust Fundrelating to the Group 1 Loans. Initially, the Trust shall issue a single denomination of a 100.00% Certificate Percentage Interest of each of the Class G Certificates. The Class A Certificates and Mezzanine G Certificates shall be initially each represent a 1.00% interest in the Trust evidenced by one or more Certificates representing the Group 2 Loans. Initially, the Trust shall issue a single denomination of a 100.00% Certificate Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 Date2A-R Certificates. The Class DSI Certificates, 2A-R Certificates shall represent a 99.00% interest in the Class C Certificates, portion of the Class I Certificates and Trust relating to 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 Group 2 Loans. The Certificates of each Class may shall be issuedshall be transferable in minimum denominations of 20% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of an authorized officer of the Owner Trustee by a Responsible 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 Issuing Entitybenefit of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the 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 Agreement or the 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, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be valid for any purpose, unless entitled to the rights and subject to the obligations of the Certificateholders hereunder upon such transferee’s acceptance of such Certificate shall have been manually authenticated by duly registered in such transferee’s name pursuant to and upon satisfaction of the Trustee substantially conditions set forth in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates3.05.

The Certificates. Each of the (a) The Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I SB Certificates and the Residual Class R Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits A, B and D, respectively, and shall, on original issue, be executed, authenticated executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Depositor concurrently with upon receipt by the sale and assignment to the Issuing Entity Trustee or one or more Custodians of the Trust Funddocuments specified in Section 2.01. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a issuable in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 1 in excess thereof. The Class SB Certificates shall be issuable in registered, with a certificated form in minimum investment percentage interests of $100,000 (if the 5.00% and integral multiples of 0.01% in excess thereof. Each Class of Class R Certificates are Book-Entry Certificates)shall be issued in registered, except certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; PROVIDED, HOWEVER, that one Class R Certificate of each such Class of Certificates may will be issuable to the REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a different minimum denomination so that the sum representing a Percentage Interest 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 DSI Certificates, the Class C Certificates, the Class I 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 not less than ten Certificates of each Class may be issued. The 0.01%.The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of an authorized officer of the Trustee by a Responsible OfficerTrustee. 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 proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of such CertificateCertificates. No Certificate shall be entitled to any benefit under this Agreement Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Certificate Registrar by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the . (b) The Class A CertificatesCertificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Mezzanine Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each Class A Certificate, through the Class DSI book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates. The other ) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be Definitive Certificates.for the purposes of exercising the rights of Certificateholders 108

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual (a) The Certificates shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibits ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B-3 hereto, and shall, on original issue, be executed, authenticated executed and delivered by the Trustee on behalf of the Trust, not individually but solely as Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. Trust. (b) The Class A Book-Entry Certificates and Mezzanine Certificates shall will be initially evidenced by one or more Certificates representing a Percentage Interest with a certificates, beneficial ownership of which will be held in minimum dollar denomination denominations of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI P Certificates and the Class R Certificates shall be issuable solely as single certificates evidencing the entire Percentage Interests of the Class P Certificates and the Class R Certificates, respectively, and the Class C Certificates, Certificates shall be initially issued as a single certificate evidencing the Class I Certificates and the Residual Certificates are issuable in any entire 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. Interest thereof. (c) The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature by the Trustee on behalf of the Trustee Trust (not in its individual capacity but solely as Trustee) by a Responsible Officeran authorized officer 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication countersigning 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication signature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A CertificatesA, the Mezzanine CertificatesClass AIO, the Class DSI CertificatesM-1, the Class C CertificatesM-2, the Class I Certificates M-3, Class B, Class P, Class CE, and the Residual Class R Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Offered Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI CertificatesP, the Class C Certificates, the CE and Class I Certificates and the Residual R Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued25%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Offered Certificates shall be Book-Entry Certificates. The other Classes of Class CE and Class R Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A CertificatesA-1, the Mezzanine CertificatesClass A-2, the Class DSI Certificates▇-▇, the ▇▇▇▇▇ ▇-▇, Class C CertificatesM-1, the Class I Certificates M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class CE, Class P and the Residual Class R Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, executed by the Trustee and authenticated and delivered by the Trustee Certificate Registrar to or upon the order receipt of a Written Order to Authenticate from the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class of the Class A Certificates and Mezzanine Class M Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the CE and Class C Certificates, the Class I Certificates and the Residual P Certificates are issuable only in any minimum Percentage Interests; provided, however, that the sum Interests of all such percentages for each such 10%. The Class totals 100% and no more than ten Certificates of each Class may be issuedR Certificate is issuable only as a single certificate. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI M Certificates shall be Book-Entry Certificates. The other Classes of Class CE, Class P and Class R Certificates shall not be Definitive CertificatesBook-Entry Certificates but shall be issued in fully registered certificate form.

The Certificates. Each of the Class A Section 5.01. The Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I . (a) The Certificates and the Residual Certificates shall will be substantially in the respective forms annexed hereto as exhibitsExhibits A and B-1 through B-5. The Certificates will be issuable in registered form only. The Certificates (other than the Class P, Class C and shall, on Class R Certificates) will be issued in minimum denominations of $25,000 Initial Certificate Principal Balance and integral multiples of $1 in excess thereof. The Class C Certificates will be issued in minimum denominations of $1.00 Initial Notional Amount and integral multiples of $1.00 in excess thereof. The Class P Certificates and the Class R Certificates will each be issuable in minimum denominations of any Percentage Interest representing 10.00% and multiples of 0.01% in excess thereof. Upon original issue, the Certificates shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed, authenticated executed and delivered by the Trustee, authenticated by the Trustee and delivered to or upon the order of the Depositor concurrently with upon receipt by the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Class A Certificates and Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 documents specified in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI Certificates, the Class C Certificates, the Class I 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 issuedSection 2.01. The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature on behalf of the Trustee in its capacity as trustee hereunder by a Responsible 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 they signed the proper officers of the Trustee shall bind the Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized hold such offices prior to the 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 Agreement, or be valid for any purpose, unless there appears on such Certificate shall have been manually authenticated by the Trustee a certificate of authentication substantially in the form provided for hereinherein executed by the Trustee by manual signature, and such authentication certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication. (b) The Class A, Class M and Class B Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Subject The Certificate Owners shall hold their respective Ownership Interests in and to Section 5.02(c)each of such Book-Entry Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Class A Certificates, the Mezzanine Certificates and the Class DSI Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the 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. The Trustee shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Trustee shall have no liability for transfers of Ownership Interests in the Book Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions. The other Trustee, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. 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 Depositor is unable 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 shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall, at the expense of the Depositor, issue the Definitive Certificates. Neither the Depositor, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) Each Certificate is intended to be a “security” governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

The Certificates. Each of the Class A A-1 Certificates, the Mezzanine Certificates, the Class DSI AIO Certificates, the Class C P Certificates, the Class I O Certificates and the Residual Certificates shall be substantially in the forms 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 Depositor concurrently with the sale and assignment to the Issuing Entity Trust of the Trust Fund. The Class A Certificates and Mezzanine Underwritten Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI AIO Certificates, the Class C P Certificates, the Class I O Certificates and the Residual Certificates are issuable in any Percentage Interests; providedPROVIDED, howeverHOWEVER, 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 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 the Trustee) substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Underwritten Certificates and the Class DSI AIO Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the (a) The Class A CertificatesA, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates M and the Residual Certificates Equity Certificate shall be substantially in the forms annexed hereto as exhibitsset forth in Exhibit A through Exhibit C, and shall, on original issue, be executed, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust FundTrust. The Class A Certificates and Mezzanine Class M Certificates shall be initially evidenced by one or more Certificates certificates representing a Percentage Interest with a the entire Original Class Certificate Principal Balance, and shall be held in minimum dollar denomination denominations of $25,000 [ ] and integral dollar multiples of $1,000 [ ] in excess thereof, with a minimum investment of $100,000 thereof (if the Certificates are Book-Entry Certificates), except that one Certificate of each such the Class of A and Class M 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 DSI Certificates, the Class C Certificates, the Class I 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. denomination). (b) The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature of any officer of the Trustee duly authorized to execute such Certificates on behalf of the Trustee by a Responsible OfficerTrust. 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 Issuing EntityTrustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c)6.02, the Class A Certificates, the Mezzanine Certificates and the Class DSI M Certificates shall be Book-Entry Certificates. The other Classes of Certificates Equity Certificate shall not be Definitive Certificatesa Book-Entry Certificate.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms form annexed hereto as exhibits, and Exhibit A through E. Each of the Certificates shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the written order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Regular Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 25,000, in the case of the Class A, Class B-1, Class B-2 and Class B-3 Certificates, and $100,000, in the case of the Class B-4, Class B-5 and Class B-6 Certificates, in each case, integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 Class Certificate Principal Balance or Class Certificate Notional Balance of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are A-R Certificate is issuable only in any a Percentage Interests; provided, however, that the sum Interest of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued%. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c6.02(c), the Class A Certificates, Senior Certificates (other than the Mezzanine Certificates Residual Certificate) and the Class DSI 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 other Classes of Residual Certificate shall be a Physical Certificate. The Private Certificates shall be Definitive Certificatesoffered and sold in reliance on the exemption from registration under Rule 144A of the 1933 Act and shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form with the applicable legends set forth in Exhibit A (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 DTC and registered in the name of a nominee of DTC, 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 and DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. Each (a) The Certificates of the each Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibitsset forth with respect thereto in Exhibit A hereto, respectively, and shall, on original issue, be executed, authenticated executed and delivered by the Trustee on behalf of the Trust, not individually but solely as Trustee to or upon the order of the Depositor Transferor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. Trust. (b) The Class A Book-Entry Certificates and Mezzanine Certificates shall will be initially evidenced by one or more certificates, beneficial ownership of which will be held (i) in the case of the Fixed Rate Group Certificates representing a Percentage Interest with a and the Class A-1A Certificates, in minimum dollar denomination denominations of $1,000 and integral multiples of $1 in excess thereof; and (ii) in the case of the Subordinate Certificates, in minimum dollar denominations of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, . Each of the Class C Certificates shall be issuable with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may be in face amount expressed as a different denomination so that the sum Percentage Interest not less than 1.00%. Each of the denominations of all outstanding Class R Certificates shall be issuable solely as a single Class R Certificate evidencing the entire Percentage Interest of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class DSI R Certificates, the Class C Certificates, the Class I 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. . (c) The Certificates shall be executed on behalf of the Issuing Entity by manual or facsimile signature by the Trustee on behalf of the Trustee Trust (not in its individual capacity but solely as Trustee) by a Responsible Officeran authorized officer 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication countersigning 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 such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication signature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates and the Class DSI Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.

The Certificates. Each of the Class A Certificates, the Mezzanine Certificates, the Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual The Certificates shall be substantially in the forms form annexed hereto as exhibits, and Exhibit A-1 through E. Each of the Certificates shall, on original issue, be executed, executed by the Securities Administrator and authenticated and delivered by the Trustee to or Certificate Registrar upon the written order of the Depositor concurrently with the sale and assignment to the Issuing Entity Trustee of the Trust Fund. The Each Class A Certificates and Mezzanine of the Regular Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 1 in excess thereof, with a minimum investment in the case of the Class X and Class A-R Certificates and $100,000 and integral dollar multiples of $100,000 (if the Certificates are Book-Entry Certificates), except that one Certificate of each such Class of Certificates may be 1 in a different denomination so that the sum excess thereof. Each of the denominations of all outstanding Class A-R and Class P Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class DSI Certificates, the Class C Certificates, the Class I Certificates and the Residual Certificates are issuable will be issued as a single certificate 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 issuedphysical form. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee Securities Administrator by a 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 Issuing Entitybe binding, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee Certificate Registrar substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. At any time and from time to time after the execution 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 authenticate and deliver such Certificates as provided in this Agreement and not otherwise. Subject to Section 5.02(c6.02(c), the Senior Certificates (other than the Class A A-R Certificates, the Mezzanine Certificates ) and the Class DSI Subordinate Certificates shall be Book-Entry Certificates. The other Classes of Class A-R and Class P Certificates shall be Definitive Physical Certificates. The Private Certificates shall be offered and sold in reliance either on (i) the exemption from registration under Rule 144A of the 1933 Act and shall be issued initially in the 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 subscribers for such Certificates represented thereby with the Trustee, as custodian for DTC and registered in the name of a nominee of DTC, duly executed by the Securities Administrator and authenticated by the Certificate Registrar as hereinafter provided. The aggregate principal amounts of the Restricted Global Securities or Regulation S Global Securities, as applicable, may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar and DTC or its nominee, as the case may be, as hereinafter provided.

The Certificates. Each of the Class A A-1 Certificates, the Mezzanine Certificates, the Class DSI AIO Certificates, the Class C P Certificates, the Class I O Certificates and the Residual Certificates shall be substantially in the forms 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 Depositor concurrently with the sale and assignment to the Issuing Entity Trust of the Trust Fund. The Class A Certificates and Mezzanine Underwritten Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1,000 in excess thereof, with a minimum investment of $100,000 (if the Certificates are Book-Entry Certificates), 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 DSI AIO Certificates, the Class C P Certificates, the Class I 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. The Certificates shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature on behalf of the Trustee by a 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 Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the 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 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 the Trustee) substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Underwritten Certificates, the Mezzanine Class AIO Certificates and the Class DSI P Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.