Exhibit 10.3

EXECUTION

[Osprey/Tax-Exempt]

SERIES CERTIFICATE AGREEMENT

by and between

FEDERAL HOME LOAN MORTGAGE CORPORATION,
in its corporate capacity

and

FEDERAL HOME LOAN MORTGAGE CORPORATION,
in its capacity as Administrator

Dated as of December 1, 2007

incorporating by reference

STANDARD TERMS OF THE SERIES CERTIFICATE AGREEMENT

Dated as of December 1, 2007

▇▇▇▇▇▇▇ MAC
MULTIFAMILY VARIABLE RATE CERTIFICATES
Series M012

$2,031,620,947 Class A Certificates
(including Subclasses as indicated herein)
$106,927,419 Class B Certificates

relating to

the Bonds described herein

SPONSOR:  CENTERLINE SPONSOR 2007-1 SECURITIZATION, LLC

SERIES CERTIFICATE AGREEMENT

This SERIES CERTIFICATE AGREEMENT (this “Series Certificate Agreement”) is dated as of December 1, 2007 by and between FEDERAL HOME LOAN MORTGAGE CORPORATION, in its corporate capacity (“▇▇▇▇▇▇▇ Mac”) and FEDERAL HOME LOAN MORTGAGE CORPORATION, in its capacity as Administrator (the “Administrator”) on behalf of the Holders of the Series of Class A Certificates (the “Class A Certificates”) and the Class B Certificates (the “Class B Certificates”) (collectively, the “Certificates”) described on the cover page.  This Series Certificate Agreement incorporates by reference the Standard Terms of the Series Certificate Agreement dated as of December 1, 2007 (the “Standard Terms”), attached as Appendix A, which Standard Terms will govern the Certificates and the Series Pool except as provided in this Series Certificate Agreement.  All capitalized terms used and not defined herein shall have the meaning set forth in the Standard Terms.

RECITALS:

A.            ▇▇▇▇▇▇▇ Mac desires to issue the Certificates and create the Series Pool into which the Bonds identified on Schedule 1 hereto and the other Assets related to the Certificates will be transferred.

B.            The conditions to the issuance and delivery of the Certificates as provided in the Standard Terms and herein have been satisfied.

AGREEMENT:

Section 1.              ▇▇▇▇▇▇▇ Mac hereby creates the Series Pool relating to the Certificates and transfers the Bonds to such Series Pool for the benefit of the Holders of the Certificates, together with all of its interest in (a) all Bond Payments made from and after the Date of Original Issue and all certificates and instruments, if any, representing the Bonds, (b) the Distribution Account and (c) all proceeds of the Bonds and the Distribution Account of every kind and nature.

Section 2.              The Series Pool and the related Certificates will bear the Series designation set forth on the cover page of this Series Certificate Agreement.

Section 3.              The Class A Certificates will be issued in separate Subclasses with Initial Certificate Balances as set forth on Schedule 2, and the Class B Certificates will be issued with an Initial Certificate Balance of $106,927,419.  The Class A Certificates of each Subclass will be issued in substantially the form set forth in Exhibit B to the Standard Terms and the Class B Certificates will be issued in substantially the form set forth in Exhibit C to the Standard Terms.  Upon initial issuance, physical certificates for each Subclass of the Class A Certificates shall be registered in the name of the initial Registered Holders thereof.  Such Class A Certificates shall not be held in a book-entry system unless otherwise directed by ▇▇▇▇▇▇▇ Mac.  Until such time as the Class A Certificates are held in a book-entry system, all references to DTC’s rules and procedures in the Standard Terms shall be inapplicable, and any references to Holders of the Class A Certificates of any Subclass shall refer to the Registered Holders thereof.  In addition, until such time as the Class A Certificates are held in a book-entry system, all payments will be made directly to the Registered Holders thereof by wire transfer pursuant to instructions received from such Registered Holders, and all notices and communications to be given by the Administrator will be given directly to such Registered Holders and all notices to be provided by

the Registered Holders will be delivered directly to the Administrator, and not through DTC Participants or the DTC system.

Upon initial issuance, the Class B Certificates shall be registered in the name of the Pledge Custodian for the benefit of the Sponsor subject to the security interest created by the Reimbursement Agreement in favor of ▇▇▇▇▇▇▇ Mac, and will be held in definitive form.

Section 4.              The Sponsor will be Centerline Sponsor 2007-1 Securitization, LLC (or any permitted successor in such capacity appointed under Section 3.07 of the Standard Terms).

Section 5.              The initial Reset Rate Method for each Subclass of the Class A Certificates shall be the Term Reset Rate Method.  The initial Term Reset Rate with respect to each Subclass of Class A Certificates shall be the respective initial Term Reset Rate indicated on Schedule 2.  Each such Term Reset Rate shall be in effect from the Date of Original Issue to the respective Mandatory Tender Date indicated on Schedule 2 for each such Subclass (each such period, an “Initial Term Reset Rate Period”).

Section 6.              The Bonds were neither deposited with nor acquired with market discount in excess of a de minimis amount within the meaning of Section 1278(a)(2)(C) of the Code determined as of the Date of Original Issue.

Section 7.              The Monthly Closing Election will be made on behalf of the Series Pool, effective as of the “start-up date” (as defined in Revenue Procedure 2003-84).  The Sponsor and all Holders of Certificates (by their purchase thereof) consent to the Monthly Closing Election.  The Series Pool, the Sponsor and each Holder of Certificates (by their purchase thereof) agree to comply with the tax reporting requirements of Sections 8.02, 8.03 and 8.04 of Revenue Procedure 2003-84 (or any successor Revenue Procedure or other applicable Internal Revenue Service guidance).

Section 8.              Partnership Factors shall not apply to the Series Pool.

Section 9.              The CUSIP Numbers for the Certificates are:

Section 10.            The provisions of the Standard Terms related to the Holdback Requirement and the establishment and operation of the Bond Payment Account – Holdback will not be applicable to the Series Pool.

Section 11.            The provisions of the Standard Terms relating to the making of Administrator Advance and the payment of Daily Administrator Advance Charges will not be applicable to the Series Pool.

Section 12.            The Notional Accelerated Principal Amortization Schedule and the Class A Certificate Notional Accelerated Principal Paydown Amount will not be applicable to the Series Pool.

Section 13.            For purposes of Section 7.02 of the Standard Terms, the other series pools for which payments of principal on “Class B Certificates” and liquidation proceeds on termination thereof will generate a Special Adjustment Event with respect to Class A Certificates designated Subclass A2 are the series pools with the designations “Series M013” and “Series M014”.  Upon the occurrence of a Special Adjustment Event, any related Mandatory Tender will not be applicable to any Class A-1 Certificates.

Section 14.            Prior to May 16, 2019 (the date following the expiration of the latest occurring Initial Term Reset Rate Period with respect to the Class A-1 Certificates), without the prior consent of all Initial Term Subclass A1 Holders, the Class A Certificates shall not be subject to Mandatory Tender (including as a result of a Liquidity Provider Termination Event) except as provided in Subsections 6.04(d), (e), (f) of the Standard Terms relating to the establishment of a Term Effective Date or a Reset Rate Method Change Date, and except as provided in Subsection 6.04(g) with respect to a Special Adjustment Event (provided that upon the occurrence of a Special Adjustment Event, any related Mandatory Tender shall not be applicable to any Class A-1 Certificates).

Section 15.            Receipt by the Administrator of a rating letter from S&P confirming the rating of the Class A Certificates as “AAA” will be an additional condition under Section 2.09 of the Standard Terms to the issuance of the Certificates.

Section 16.            The Maximum Reset Rate will be calculated using the Weighted Average Bond Rate and by taking into account the maximum rate on any Outstanding Class A-1 Certificates on the date the Maximum Reset Rate is determined.

Section 17.            The following definitions shall apply with respect to the Certificates:

“Accrual Commencement Date” - shall mean December 1, 2007.

“Authorized Denominations” - shall mean (i) with respect to each Subclass of Class A-1 Certificates, an Initial Certificate Balance equal to the amount of such entire Subclass until the expiration of the related Initial Term Reset Rate Period for such Subclass, and thereafter, an Initial Certificate Balance of at least $100,000 with integral multiples of $1.00 in excess of $100,000, (ii) with respect to the Subclass of Class A Certificates designated A2, an Initial Certificate Balance of at least $100,000 with integral multiples of $1.00 in excess thereof, and (iii) with respect to any Class B Certificate, an Initial Certificate Balance of at least $5,000 with integral multiples of $1.00 in excess of $5,000, subject to necessary adjustments due to redemptions after the Date of Original Issue.

“Bond Interest Payment Date” - shall mean the dates indicated with respect to the Bonds on Schedule 1.

“Class A-1 Certificates” shall mean any Certificates of a Subclass of Class A Certificates that includes “A1” in its designation.

“Credit Enhancement Expiration Date” - shall mean January 1, 2038.

“Date of Original Issue” - shall mean December 27, 2007.

“First Optional Disposition Date” - shall mean the Payment Date on June 15, 2022.

“First Payment Date” - shall mean January 15, 2008.

“First Redemption Date” - shall mean July 15, 2008.

“Initial Term Subclass A1 Holder” - shall mean any Holder of a Subclass of the Class A-1 Certificates during the Initial Term Reset Rate Period with respect to such Certificates.

“Longest Initial Reset Date” - shall mean June 15, 2022.

“Maximum Reset Date” - shall mean December 15, 2037.

“Proportional Amount” - shall mean initially $2,031,620,947 Class A Certificates to $106,927,419 Class B Certificates.

“Rating Agency” - shall mean S&P.

“Remarketing Agent” - shall mean ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated or any subsequent Remarketing Agent appointed in accordance with the Standard Terms.

“Servicer” - shall mean Centerline Mortgage Capital Inc. or any subsequent Servicer appointed by ▇▇▇▇▇▇▇ Mac.

“Special Servicer” - shall mean Centerline Mortgage Capital Inc. or any subsequent Special Servicer appointed in accordance with the Reimbursement Agreement and the Servicing Agreement.

Section 18.            Notices under this Series Certificate Agreement to be provided to the Sponsor and the Rating Agency will be provided in the manner set forth in Section 14.02 of the Standard Terms as follows:

or to such other address as either such party from time to time provides to the other notice parties under Section 14.02 of the Standard Terms.

Section 19.            Notwithstanding the delivery of an election to retain all Class A1 Certificates of a Subclass under Section 6.07(b), any holder of Class A1 Certificates who has held such Class A1 Certificates since December 21, 2007 (an “Original Holder”) and who has so elected to retain may, by notice to the Administrator, delivered no later than 9:00 a.m. on the Mandatory Tender Date, rescind such Certificateholder’s election to retain (whereupon it will be treated as never having elected to retain hereunder), but only if it is required to rescind such election pursuant to its organizational documents due to the failure of remarketing of preferred shares of such Original Holder, the distribution rate on which is linked to the Reset Rate of such Subclass of Class A1 Certificates.  Despite any such election to retain submitted by such Original Holder, the Remarketing Agent shall proceed with a remarketing of the Class A1 Certificates of such Subclass as though no such election had been made.  In the event of the rescission of such election, the Remarketing Agent shall promptly advise ▇▇▇▇▇▇▇ Mac whether a remarketing of such tendered Class A1 Certificates has been successful or whether a draw on the Liquidity Facility is required, all subject to or in accordance with Articles V and VI.

IN WITNESS WHEREOF, the parties hereto have caused this Series Certificate Agreement to be duly executed by their respective duly authorized officers or signatories as of the day and year first above written.

[SIGNATURE PAGE TO SERIES CERTIFICATE AGREEMENT - OSPREY-SERIES M012]

SPONSOR ACCEPTANCE

The Sponsor hereby acknowledges, accepts and agrees to the terms of this Series Certificate Agreement.

[ACCEPTANCE PAGE TO SERIES CERTIFICATE AGREEMENT - OSPREY-SERIES M012]

APPENDIX A

STANDARD TERMS

EXECUTION

[Osprey/Tax-Exempt]

▇▇▇▇▇▇▇ MAC

MULTIFAMILY VARIABLE RATE CERTIFICATES

SERIES M012

STANDARD TERMS OF THE

SERIES CERTIFICATE AGREEMENT

DATED AS OF DECEMBER 1, 2007

The Multifamily Variable Rate Certificates will represent undivided ownership interests in a pool of tax-exempt Bonds issued to finance multifamily affordable housing mortgages.  “Bonds” include municipal securities issued for such purpose as well as custodial receipts, trust receipts or any other similar instruments evidencing an ownership interest in municipal securities held in a pass-through arrangement.  Each offering of Multifamily Variable Rate Certificates will be issued as a Series.  Each Series will be comprised of Class A Certificates and Class B Certificates that have different specified rights in the related Series Pool (the Class A Certificates and Class B Certificates, collectively, the “Certificates”).  Each Series Pool will be separate from each other Series Pool, and the Certificates of any Series will relate only to the assets of a single Series Pool.

▇▇▇▇▇▇▇ Mac uses standard documentation and terms for the creation, issuance and sale of each Series of Certificates.  This documentation includes the Offering Circular and an Offering Circular Supplement for each Series and the Series Certificate Agreement.  The Series Certificate Agreement will incorporate the Standard Terms set forth below.  ▇▇▇▇▇▇▇ Mac will execute the Series Certificate Agreement in its corporate capacity and in its capacity as Administrator of the Series Pool.  In its corporate capacity, ▇▇▇▇▇▇▇ Mac will act as the Depositor, the Certificate Registrar, the Pledge Custodian, the guarantor and the liquidity provider.  The Standard Terms provide that other entities may serve some of these functions (other than serving as guarantor or liquidity provider).

These Standard Terms will not be effective as to any Certificates until these Standard Terms are incorporated into a Series Certificate Agreement creating the related Series.  If a conflict arises between the provisions of a Series Certificate Agreement and these Standard Terms, the provisions of the Series Certificate Agreement will control.

TABLE OF CONTENTS

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ii

iii

iv

ARTICLE I

DEFINITIONS, CERTAIN CALCULATIONS AND RULES OF CONSTRUCTION

Section 1.01         Definitions.  Whenever used in these Standard Terms, capitalized terms will have the meaning for those terms provided in Appendix I to the Offering Circular, which appendix is attached as Exhibit A.

Section 1.02         Certain Interest Calculations.  The computation of interest on any Certificate when any Weekly Reset Rate Method or Monthly Reset Rate Method is in effect will be performed on the basis of a 365 or 366-day year for the actual number of days elapsed during each Accrual Period.  The computation of interest on any Certificate when any Term Reset Rate Method is in effect will be performed on the basis of a 360-day year consisting of twelve (30) day months for each Accrual Period.  However, if interest on any Bond is calculated as if each year consisted of twelve 30-day months, and if the computation of any Required Class A Certificate Interest Distribution Amount on the basis of the actual number of days elapsed would result in an amount in excess of the interest due on the related Bonds for the applicable period, then the Required Class A Certificate Interest Distribution Amount will be reduced by the amount of such excess.

Section 1.03         Other Definitional Provisions.  All capitalized terms used in any certificate or other documents delivered pursuant to these Standard Terms and not otherwise defined in such documents will have the meanings assigned to such terms in these Standard Terms.

Section 1.04         Rules of Construction.  Unless the context or use indicates a different meaning or intent, the following rules will apply to the construction of the Series Certificate Agreement:

(a)           Words in the singular will include the plural and vice versa.

(b)           The captions and headings of these Standard Terms are solely for convenience of reference and neither constitute a part of the Series Certificate Agreement nor affect its meaning.

(c)           All references to a particular time of day will be to Washington, D.C. time.

(d)           References to Sections, Articles, Schedules and Exhibits will be to Sections, Articles, Schedules and Exhibits of or to the Series Certificate Agreement unless a different document is specified.

(e)           Whenever an action is to be taken by ▇▇▇▇▇▇▇ Mac under the Series Certificate Agreement, unless such action is designated to be taken by ▇▇▇▇▇▇▇ Mac as Administrator, such action is to be taken by ▇▇▇▇▇▇▇ Mac in its corporate capacity.  If an action is to be taken by the Sponsor, it will be taken by the Person designated by ▇▇▇▇▇▇▇ Mac as Sponsor in the Series Certificate Agreement or, if undesignated, by ▇▇▇▇▇▇▇ Mac.

ARTICLE II

THE CERTIFICATES AND THE SERIES POOL

Section 2.01         Classes of Certificates.  (a)  The Class A Certificates.  All Class A Certificates will be identical in all respects except for their designated number and denominations and any Subclass designation, and will be issued in book-entry only form.  All Class A Certificates issued under the Series Certificate Agreement will be equally and proportionately entitled to the benefits of the Series Certificate Agreement without preference, priority or distinction, except as indicated in these Standard Terms and the Series Certificate Agreement with respect to any particular Subclass or with respect to Pledged Class A Certificates.  The Class A Certificates will be in substantially the form indicated in Exhibit B.

(b)           The Class B Certificates.  All Class B Certificates will be identical in all respects except for their designated number and denominations and will be issued and held in certificated form.  All Class B Certificates issued under the Series Certificate Agreement will be equally and proportionately entitled to the benefits of the Series Certificate Agreement without preference, priority or distinction.  The Class B Certificates will be in substantially the form indicated in Exhibit C.

Section 2.02         Book-Entry Only for Class A Certificates.  (a)  Unless the book-entry system is terminated as provided in Section 2.02(b), this paragraph will override any other conflicting provisions of these Standard Terms, except in the case of provisions governing Pledged Class A Certificates.  All of the Class A Certificates will initially be registered in the name of Cede & Co., as nominee for DTC, provided that Cede & Co. may register the transfer of such Certificates to another nominee for DTC.  There will be one Global Class A Certificate for each Subclass, except as otherwise requested by DTC.  The procedures for making payments on the Class A Certificates and for giving any notice or other communication that is permitted or required to be given to Holders of Class A Certificates under these Standard Terms, will comply in all respects with DTC’s rules and operational arrangements, and, notwithstanding any other provisions in these Standard Terms, the Administrator and ▇▇▇▇▇▇▇ Mac agree to comply with all rules and operational arrangements of DTC, as such rules and operational arrangements change from time to time.  The exercise by Holders and Registered Holders of Class A Certificates of the Tender Option, mandatory tender rights, rights to retain Class A Certificates subject to mandatory tender, consent to a conversion of Class B Certificates to Class A Certificates, rights to elect to receive principal, the Optional Disposition Right and all other rights granted to such Holders or Registered Holders under the Series Certificate Agreement will be made in accordance with DTC’s rules and operational arrangements, as such rules and operational arrangements change from time to time.

(b)           If, pursuant to DTC’s rules and operating procedures, DTC gives notice to the Administrator, that DTC will discontinue providing its services as securities depository for the Class A Certificates or if ▇▇▇▇▇▇▇ Mac elects to terminate the services of DTC as securities depository with respect to the Class A Certificates, ▇▇▇▇▇▇▇ Mac will, in its sole discretion, either appoint a successor securities depository or terminate the book-entry system for the Class A Certificates.

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(c)           Any successor securities depository must be a clearing agency registered with the Commission pursuant to Section 17A of the Securities Exchange Act, and must enter into an agreement with ▇▇▇▇▇▇▇ Mac and the Administrator agreeing to act as the depository and clearing agency for all the Class A Certificates.  After any such agreement has become effective, DTC will present all the Class A Certificates for registration of transfer in accordance with Section 2.05, and the Administrator will register them in the name of the successor securities depository or its nominee.  If a successor securities depository has not entered into such agreement or otherwise accepted such position at least 10 days before the effective date of termination of DTC’s services, the book-entry system will automatically terminate and may not be reinstated without the consent of all the Holders of the Class A Certificates.

(d)           If a successor securities depository is appointed, or the Administrator receives notice from ▇▇▇▇▇▇▇ Mac that the book-entry system has been terminated, the Administrator will, at least 10 days before such appointment or termination is effective, give notice of such event to the Registered Holders and will inform them either (i) of the name and address of the successor securities depository or (ii) that certificated Class A Certificates may now be obtained by Holders of the Class A Certificates, or their nominees, when proper instructions have been given to DTC by the relevant DTC Participant and when DTC has complied with the provisions of the Series Certificate Agreement regarding registration of transfers.

(e)           The Administrator and ▇▇▇▇▇▇▇ Mac may enter into an amendment to these book-entry terms to make those changes that are necessary or appropriate if the Class A Certificates will not be held by DTC or its nominee.

(f)            None of ▇▇▇▇▇▇▇ Mac, the Administrator or the Remarketing Agent will be liable to any Person, including any DTC Participant, Indirect DTC Participant or any Person claiming any interest in any Certificate under or through DTC, any DTC Participant or Indirect DTC Participant, for any action or failure to act or delay in action by DTC, any DTC Participant or Indirect DTC Participant.  In particular, none of ▇▇▇▇▇▇▇ Mac, the Administrator or the Remarketing Agent will have any obligation with respect to the accuracy of any records maintained by DTC, any DTC Participant or Indirect DTC Participants, the payment by such parties of any amount in respect of any Certificate, any notice or other communication that is permitted or required to be given to Holders or under these Standard Terms or which is permitted or required to be given under the Letter of Representations, the failure of DTC to effect any transfer, the selection by DTC, any DTC Participant or Indirect DTC Participant of any Person to receive payment in the event of a partial redemption of the Bonds, or any consent given by DTC as Registered Holder.

(g)           Except as otherwise provided herein, so long as the Class A Certificates are registered in the name of DTC or its nominee, the Administrator may treat DTC or its nominee as, and deem DTC or its nominee to be, the sole and absolute owner of the Class A Certificates for all purposes whatsoever, including, without limitation, the payment of distributions to Holders of Class A Certificates, giving or receiving notices of redemption, tender and other matters with respect to the Class A Certificates and the selection of Class A Certificates for redemption or tender.

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(h)           DTC shall be responsible for transmitting information and payments to its participants who will be responsible for transmitting such information and payments to Indirect DTC Participants and the Holders.

(i)            Any requirements of surrender of Class A Certificates under these Standard Terms will be inapplicable if contrary to the rules and operational procedures of DTC, or if DTC and the Administrator agree to waive them, and an appropriate notation will instead be made on the related Class A Certificates then in the possession of DTC or its nominee.

Section 2.03         Denominations.  The Certificates will be issued in registered form in any Authorized Denomination.

Section 2.04         Execution and Authentication; Persons Deemed Owners.  A Responsible Officer acting on behalf of the Administrator will execute and authenticate the Certificates by manual or facsimile signature.  The signature of an authorized Responsible Officer will bind the Administrator even if the Responsible Officer ceases to hold such office prior to the authentication and delivery of such Certificates or at the date of issuance of such Certificates.

Section 2.05         Registration of Transfer and Exchange.  (a)  The Administrator will act as the initial Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as provided in these Standard Terms and in accordance with the standard procedures of the Administrator.  Upon any resignation of the Certificate Registrar, ▇▇▇▇▇▇▇ Mac will promptly appoint a successor Certificate Registrar or, in the absence of such appointment, assume the duties of Certificate Registrar.  The Certificate Registrar will appoint an office or agency in McLean, Virginia where the Certificates may be surrendered for registration of transfer or exchange, and presented for final payment, and where notice and demands to or upon the Certificate Registrar with respect to the Certificates may be served, which office will initially be the Delivery Office.

(b)           All Certificates issued in connection with any transfer or exchange will be entitled to the same benefits under the Series Certificate Agreement as the Certificates that were surrendered.

(c)           A Holder will not be required to pay a service charge for any transfer or exchange of Certificates, but may be required to pay a transfer tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.  If any such tax or governmental charge is imposed but is not paid by the transferee or transferor, but is paid by the Administrator, the Administrator will have the right to be reimbursed the amount of such payment from the Bond Payment Subaccount, as described in Section 4.03.

(d)           If an exercise of the Tender Option or Optional Disposition Right occurs with respect to a portion, but not all, of a Class A Certificate, the Administrator will execute, authenticate and deliver to the applicable Class A Holder, in exchange for the surrendered Class A Certificate, one or more new Class A Certificates, in Authorized Denominations and of the same Subclass, having an aggregate Current Certificate Balance equal to the Current Certificate Balance of that portion of the surrendered Class A Certificate for which the Tender Option or Optional Disposition Right was not exercised.

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(e)           The Sponsor may at any time deliver to the Administrator for cancellation any Certificates previously authenticated and delivered hereunder which the Sponsor may have acquired, and all Certificates so delivered shall be promptly cancelled by the Administrator.

Section 2.06         Transfer Restrictions Related to Class B Certificates.  No Class B Certificate may be transferred without the prior written consent of ▇▇▇▇▇▇▇ Mac, in its sole and absolute discretion; provided that beneficial interests therein are transferable subject to conditions set forth in Section 8.19 of the Reimbursement Agreement.  Any transfer of a beneficial interest will require the delivery to the Administrator of an Investor Letter by the Person acquiring such beneficial interest substantially in the form attached as Exhibit D.

Section 2.07         Mutilated, Destroyed, Lost or Stolen Certificates.  (a)  If any mutilated Certificate is surrendered to the Certificate Registrar or the Administrator, the Administrator will execute, authenticate and deliver in exchange a new Certificate of the same type, and having the same Current Certificate Balance as the surrendered Certificate.  If a Holder of a destroyed, lost or stolen Certificate provides an affidavit to the Administrator of such occurrence and indemnity satisfactory to the Certificate Registrar or the Administrator, the Administrator will execute, authenticate and deliver in exchange a new Certificate of the same Class and Subclass, as applicable, and having the same Current Certificate Balance as the destroyed, lost or stolen Certificate.  Every new Certificate issued pursuant to this paragraph in lieu of any mutilated, destroyed, lost or stolen Certificate will be entitled to all the benefits of the Series Certificate Agreement equally and proportionately with any and all other Certificates properly issued under the Series Certificate Agreement, whether or not the mutilated, destroyed, lost or stolen Certificate is at any time enforceable by anyone.  The provisions of this paragraph are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

(b)           When any new Certificate is issued under this Section 2.07, the Certificate Registrar or the Administrator may require that the Holder pay any transfer tax or other governmental charge that may be imposed in relation to the creation, issuance, transfer or registration of the new Certificate and any other reasonable related expenses (including the fees and expenses of the Certificate Registrar or the Administrator).  If any such amount is not paid by the transferee or transferor, but is paid by the Administrator, the Administrator will have the right to be reimbursed the amount of such payment from the Bond Payment Subaccount, as described in Section 4.03.

Section 2.08         No Additional Liabilities or Indebtedness.  Unless a Series Certificate Agreement provides otherwise, none of the Administrator, the parties to the Series Certificate Agreement or the Holders of Certificates will cause the Series Pool to incur, assume or guarantee any liability or indebtedness.  The Administrator will have no power or authority to assign, transfer or pledge any of the Assets of any Series Pool to any Person or otherwise dispose of any Assets of any Series Pool, except as otherwise permitted or required by the Series Certificate Agreement.

Section 2.09         Initial Authentication and Delivery of Certificates.  The initial Certificates will be executed, authenticated and delivered by the Administrator only after ▇▇▇▇▇▇▇ Mac executes the Series Certificate Agreement and thereby directs the execution, authentication and delivery of the Certificates.  The Series Certificate Agreement will identify the Persons in

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whose names the Class A Certificates are to be registered, the Current Certificate Balances to be registered to each such Person, and also state that the Class B Certificates are to be registered in the name of the Pledge Custodian for the benefit of the Sponsor subject to the security interest created by the Reimbursement Agreement in favor of ▇▇▇▇▇▇▇ Mac, but only after each of the following is delivered or has occurred:

(1)           The Bonds.  The Bonds have been acquired by ▇▇▇▇▇▇▇ Mac and transferred to the Series Pool created by the Series Certificate Agreement.

(2)           Initial Deposits.  The initial deposit of cash required by the Series Certificate Agreement, if applicable, has been deposited in the Distribution Account.

(3)           Opinion of Counsel.  An Opinion of Tax Counsel, dated the Date of Original Issue, with respect to certain tax matters and an opinion of the General Counsel or one of the Deputy General Counsels to ▇▇▇▇▇▇▇ Mac dated the Date of Original Issue with respect to the status of the Class A Certificates as exempt securities within the meaning of the laws administered by the United States Securities and Exchange Commission, and certain other matters pertaining to the authorization and enforceability of the Series Certificate Agreement.

(4)           Reimbursement Agreement.  The original executed Reimbursement Agreement has been delivered to the Administrator.

(5)           Sponsor’s Acceptance.  If the Sponsor is designated by ▇▇▇▇▇▇▇ Mac in the Series Certificate Agreement, an acceptance by the Sponsor of its obligations set forth in the Series Certificate Agreement.

(6)           Rating Letters.  To the extent receipt of a rating letter is a condition to the issuance of any Certificates as provided in the Series Certificate Agreement, a favorable letter from the Rating Agency.

Section 2.10         Identification of the Assets to a Series Pool.  (a)  ▇▇▇▇▇▇▇ Mac acknowledges its ownership of the Bonds on the Date of Original Issue.  By its execution of the Series Certificate Agreement, ▇▇▇▇▇▇▇ Mac will simultaneously transfer the Bonds to the Series Pool created by the Series Certificate Agreement for the benefit of the Holders of the related Certificates, together with all of its interest in (a) the Bonds, including all Bond Payments made from and after the Date of Original Issue and all certificates and instruments, if any, representing the Bonds, (b) the Distribution Account (including all investments held therein and earnings thereon) and (c) all proceeds of the Bonds and the Distribution Account of every kind and nature.

(b)           ▇▇▇▇▇▇▇ Mac will segregate the Assets of each Series Pool from all of its general assets and from any other bonds in its possession, and will hold the Assets of each Series Pool at all times during the existence of the Series Pool for the benefit of the related Holders.  The Holders of the Class A Certificates and Class B Certificates will have the respective rights with respect to the Assets specified for each Class and Subclass, as applicable, as set forth in the Series Certificate Agreement.

Section 2.11         Delivery and Possession of Bonds.  The Bonds identified to a Series Pool will not be subject to any Lien in favor of the Administrator (provided, ▇▇▇▇▇▇▇ Mac in its

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corporate capacity will be the beneficiary of the pledge of the Class B Certificates and any Pledged Class A Certificates).

Section 2.12         Purposes and Powers.  The Series Pool has been formed for the sole purpose of, and will engage only in the following activities:  (a) acquiring, owning, holding and selling the Assets of the Series Pool; (b) issuing and selling Certificates as provided in the Series Certificate Agreement; and (c) such other activities as may be required by the express terms of the Series Certificate Agreement in connection with the conservation and administration of the Assets of the Series Pool and distributions to Holders.

Section 2.13         Recharacterization.  The parties intend that the transfer of the Assets to the Series Pool will be an acquisition by the Administrator on behalf of the Holders of all of ▇▇▇▇▇▇▇ Mac’s interest in the Series Pool Assets.  The parties do not intend that such transfer be deemed a pledge of the Series Pool Assets by ▇▇▇▇▇▇▇ Mac to secure a debt or other obligation of ▇▇▇▇▇▇▇ Mac.  However, if, in spite of the parties’ intent, the Series Pool Assets are held by a court to continue to be the property of ▇▇▇▇▇▇▇ Mac (a) the Series Certificate Agreement will be deemed a security agreement within the meaning of the applicable UCC, and may be properly filed as a financing statement and (b) the transfer of the Series Pool Assets will be deemed a Grant by ▇▇▇▇▇▇▇ Mac to the Administrator of an interest in all of ▇▇▇▇▇▇▇ Mac’s interest in the Series Pool Assets, and all amounts payable to the holders of the Series Pool Assets in accordance with the terms of the Series Certificate Agreement, and all related proceeds.  Any assignment of the interests of the Holders of the Certificates pursuant to any provision of the Series Certificate Agreement will also be deemed to be an assignment of any security interest created by this recharacterization provision.  The Administrator will cause to be filed UCC financing statements on a periodic basis as necessary to maintain a security interest in the Series Pool Assets in favor of the Administrator in the event of any such recharacterization.

Section 2.14         Decrease of Aggregate Outstanding Class B Certificate Balance.  On any day that is (A) a Business Day with the prior written consent of 100% of the Holders of Class A Certificates and (B) at least 10 Business Days following the delivery of notice of the below conversion to the Registered Holders, with the prior written consent of ▇▇▇▇▇▇▇ Mac, the Sponsor, if a Holder of Class B Certificates, acting alone or all of the Holders of Class B Certificates acting together, may direct the Administrator to convert a specified Current Certificate Balance of Class B Certificates to an equivalent Current Certificate Balance of Class A Certificates.  If the Sponsor is the directing Holder alone, the Current Certificate Balance of Class B Certificates to be converted may be equal to or less than the Current Certificate Balance that it holds, subject to maintaining a minimum Current Certificate Balance of Class B Certificates of $5,000.  If all Holders of Class B Certificates make such direction, the Current Certificate Balance of Class B Certificates to be converted for each such Holder will be proportional to each Holder’s Current Certificate Balance of Class B Certificates prior to conversion, subject to the Sponsor’s maintaining a minimum Current Certificate Balance of Class B Certificates of $5,000.  Any such conversion will be effected by delivering to the Administrator (A) at least 15 Business Days prior to the date on which such conversion is to occur (i) a written request to increase the Current Certificate Balance of such Class A Certificates, and (ii) the written consent of ▇▇▇▇▇▇▇ Mac, and (B) on the date of the conversion, an equivalent Current Certificate Balance of Class B Certificates.  The Administrator will promptly notify ▇▇▇▇▇▇▇ Mac and DTC of the resulting reduction in the Aggregate Outstanding

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Class B Certificate Balance and the corresponding increase in the Aggregate Outstanding Class A Certificate Balance, and the Liquidity Commitment will be increased accordingly.

ARTICLE III

SPONSOR COVENANTS; RELEASE EVENT

Section 3.01         Negative Covenants.  The Sponsor will not:

(i)            sell, transfer, exchange or otherwise dispose of, or otherwise ▇▇▇▇▇ ▇ ▇▇▇▇ on, any Series Pool Assets; or

(ii)           claim any credit or deduction with respect to the principal or interest payable on the Certificates or pursuant to the Credit Enhancement or the Liquidity Facility (other than fees payable with respect to the provision of such Credit Enhancement and Liquidity Facility or payment of Administrator Fees and other amounts properly withheld from such payments under the Code or other applicable tax law) on its federal, state or local income tax filings.

Section 3.02         Other Obligations.  Subject to Section 3.05, the Sponsor accepts all of its obligations under each of the Documents and will comply in all material respects with any obligations that are imposed on the Sponsor pursuant to any of such Documents, whether or not explicitly set forth in the Series Certificate Agreement.

Section 3.03         Maintenance of Office or Agency.  The Sponsor will maintain an office where notices to the Sponsor in connection with the Certificates and the Series Certificate Agreement may be served.  The Sponsor will give prompt written notice to ▇▇▇▇▇▇▇ Mac, the Administrator and the Remarketing Agent of any change in the location of any notice office.

Section 3.04         Payment of Certain Fees and Expenses.  The Series Certificate Agreement and the Reimbursement Agreement will provide for the payment to ▇▇▇▇▇▇▇ Mac of the ▇▇▇▇▇▇▇ Mac Fee.  The Sponsor also agrees:

(a)           except as otherwise expressly provided in the Series Certificate Agreement, to pay, or cause to be paid, to the Administrator (if different than ▇▇▇▇▇▇▇ Mac) the Administrator Fee; to pay, or cause to be paid, to the Remarketing Agent the Remarketing Agent Fee (each to the extent not paid from funds received by the Series Pool); and to pay, or cause to be paid, to the Placement Agent any amounts owed to the Placement Agent pursuant to the Remarketing Agreement in connection with placing the Class A Certificates;

(b)           except as otherwise expressly provided in the Series Certificate Agreement or the last paragraph of Section 3.5 of the Reimbursement Agreement, to reimburse or cause reimbursement of the Administrator for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it in accordance with the Series Certificate Agreement (including the reasonable compensation, expenses and disbursements of its respective agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence, bad faith, fraud or willful misconduct; and

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(c)           to pay any other amounts required to be paid by it pursuant to the Documents.

The provisions of this Section 3.04 will survive any termination of the Series Certificate Agreement.

Section 3.05         Liabilities and Recourse Against ▇▇▇▇▇▇▇ Mac and the Sponsor for Liabilities of the Series Pool.  (a)  The Sponsor will perform only those duties of it that are specifically set forth in the Series Certificate Agreement, and does not assume any other obligation or liability under the Series Certificate Agreement.  If the Series Certificate Agreement provides that the Partnership Factors apply to the Series Pool, the Sponsor will be corporately liable for any fees, expenses and other liabilities of the Series Pool arising under the Series Certificate Agreement to the extent not otherwise satisfied (excluding amounts due to Holders in respect of their Certificates).  Except to the extent payable from the cash flow of the Bonds or by the Holders of Class B Certificates, the Sponsor agrees that any such fees, expenses and other liabilities will be without recourse against any other Holder, and that any such fees, expenses and liabilities will not be secured by the Bonds or any other Asset of the Series Pool.

(b)           Subject to any credit enhancement with respect to any Bonds, the Issuer of each Bond is the sole obligor with respect to the payment of the principal or redemption price of such Bond, and interest on the Bond.  The payments on the Bonds, amounts in the Distribution Account, the Credit Enhancement and the Liquidity Facility constitute the sole security for the Certificates.  Neither the Sponsor nor ▇▇▇▇▇▇▇ Mac has any obligation whatsoever with respect to any Bond or any payments due on the Bonds or with respect to the security for, or the sufficiency of, any such payments or any obligations of the Issuer, any related credit enhancer or any other Person arising in connection with the Bonds, other than the obligations of ▇▇▇▇▇▇▇ Mac under the Credit Enhancement and the Liquidity Facility.  In the event of a default in the payment of the principal of or interest on, or any other amount payable with respect to, any of the Bonds, or in the event of a default under any credit enhancement with respect to such Bond, neither the Sponsor nor ▇▇▇▇▇▇▇ Mac will have any duty to proceed against the Issuer or any related credit enhancer and no obligation to assert any rights and privileges of the Holders with respect to such Bonds or such credit enhancement.  Neither the Sponsor nor ▇▇▇▇▇▇▇ Mac will be under any obligation to the Class A Holders whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of such Bonds or such credit enhancement.  The Servicer and Special Servicer will be entitled to service and conduct asset resolution with respect to the Bonds and related Bond Mortgage Loans subject to the terms of the Servicing Agreement with ▇▇▇▇▇▇▇ Mac.

(c)           Payment of the Purchase Price on any Class A Certificate will be made solely from amounts received by the Administrator pursuant to Section 6.06.

(d)           The provisions of this Section 3.05 will survive any termination of the Series Certificate Agreement.

(e)           Without limiting the foregoing, it is expressly acknowledged and agreed by the parties to the Series Certificate Agreement and other Documents, and any beneficiary of the Series Certificate Agreement by acceptance of its status as such beneficiary, and by Holders upon acceptance of a Certificate, and anyone having a beneficial interest in the Certificates by acceptance of its status as such beneficiary, that:

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(i)            Under no condition or circumstance will any recourse or personal liability whatever attach to or be incurred by, and under no condition or circumstance will any deficiency or other judgment be had against, the officers, directors, agents, employees or stockholders of the Sponsor or ▇▇▇▇▇▇▇ Mac, by reason of any obligation, covenant, agreement, representation, warranty or indemnity of the Sponsor or ▇▇▇▇▇▇▇ Mac under the Series Certificate Agreement, any Certificates or any document, instrument or certificate delivered hereunder or thereunder; and

(ii)           They expressly waive recourse against, or personal liability of, any officer, director, agent, employee or stockholder of the Sponsor or ▇▇▇▇▇▇▇ Mac for breaches by Sponsor or ▇▇▇▇▇▇▇ Mac of any such obligation, covenant, agreement, representation, warranty or indemnity either at common law or at equity, or by statute or constitution; and

(iii)          The permissive right of the Sponsor or ▇▇▇▇▇▇▇ Mac to take actions set forth in the Series Certificate Agreement will not be construed as a duty, and neither the Sponsor nor ▇▇▇▇▇▇▇ Mac will be answerable for other than its own fraud, bad faith, gross negligence or willful misconduct.  Each of the Sponsor and ▇▇▇▇▇▇▇ Mac will not be liable for any action that it takes or omits to take in good faith (including, but not limited to any action it takes or omits to take as Tax Matters Partner pursuant to Section 11.10) and, in the absence of fraud, bad faith, gross negligence or willful misconduct, that it believes to be authorized or within its rights or powers.

(f)            Each Registered Holder and Holder (by acceptance of its Certificate), each party to the Series Certificate Agreement (by its execution of the Series Certificate Agreement), and any other beneficiary of the Series Certificate Agreement (by its acceptance of its status as such a beneficiary), expressly acknowledges and agrees to each and every provision of this Section 3.05.

Section 3.06         The Sponsor’s Interest and Net Worth.  The Sponsor represents, warrants and covenants that it (a) has and will maintain throughout the term of the Series Certificate Agreement a Capital Account Balance in an amount not less than the Minimum Sponsor Interest and, if the Series Certificate Agreement provides that the Partnership Factors will apply to the Series Pool, a net worth as determined in compliance with Section 4.07 of Revenue Procedure 89-12; and (b) will not take a distribution of any amount from the Assets of the Series Pool (other than in connection with the termination of the Series Pool) if such distribution would result in a Capital Account Balance with respect to its interest in the Series Pool less than the Minimum Sponsor Interest.  These representations, warranties and covenants will survive the delivery of the related Bonds and the Certificates.

Section 3.07         Successor Sponsor.  If a party other than ▇▇▇▇▇▇▇ Mac is the Sponsor and the Sponsor wishes to assign its rights and obligations under the Series Certificate Agreement to another Person and ▇▇▇▇▇▇▇ Mac provides its prior written consent, the Sponsor will provide notice to the Administrator, the Remarketing Agent and each applicable Rating Agency, together with the written consent of ▇▇▇▇▇▇▇ Mac which shall not be unreasonably withheld, at least 10 Business Days prior to the proposed effective date of such assignment.  Such notice (a “Successor Sponsor Notice”) will set forth (A) a brief statement that the Sponsor is assigning its rights and obligations hereunder to the successor Sponsor named therein and (B) the proposed

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effective date of such assignment.  When the Administrator has received the Successor Sponsor Notice, with the required ▇▇▇▇▇▇▇ Mac consent, the assignment of the Sponsor to its successor will be irrevocable and will take place on the proposed date set forth in the Successor Sponsor Notice.  The Administrator shall, promptly after its receipt of a Successor Sponsor Notice, provide notice of the same to the Registered Holders of the Class A Certificates.

Section 3.08         Release Event.  At the election of ▇▇▇▇▇▇▇ Mac, subject to and in accordance with the Reimbursement Agreement, when a Release Event occurs, the affected series of Bonds (or portion thereof) will be subject to mandatory purchase from the Series Pool at the Release Purchase Price.  Payment of such Release Purchase Price will be made by ▇▇▇▇▇▇▇ Mac pursuant to the Credit Enhancement or by the Sponsor.  Any Bond purchased on the related Release Event Date will be deemed purchased by the Sponsor at the Release Purchase Price from funds provided pursuant to the Credit Enhancement or, if applicable, by the Sponsor.  In addition, Hypothetical Gain Share, if any, as calculated by ▇▇▇▇▇▇▇ Mac, will be payable by the Administrator on the Release Event Date to the Holders of Class A Certificates on the Release Event Date from amounts provided by the Sponsor to the Administrator on such Release Event Date (and such Hypothetical Gain Share will be paid to the Class A Certificateholders in addition to the Release Purchase Price).  When purchased with monies provided pursuant to the Credit Enhancement, the Administrator will cause the transfer of the related Bonds to the Pledge Custodian to be held pursuant to Article VIII of the Reimbursement Agreement.  When purchased with funds provided by the Sponsor, the Administrator will cause the transfer and release of the related Bonds to the Sponsor or as directed by the Sponsor.

When the Administrator receives amounts paid by ▇▇▇▇▇▇▇ Mac or the Sponsor in connection with a Release Event, the Administrator will promptly deposit an amount equal to the related Outstanding Bond Balance plus Hypothetical Gain Share, if applicable, into the Bond Payment Subaccount-Principal and an amount equal to accrued interest thereon into the Bond Payment Subaccount-Interest.  The Administrator will provide notice of any Release Event to the Registered Holders, each applicable Rating Agency and the Remarketing Agent concurrently with the applicable Release Event Date, provided any failure to provide such notice shall not affect the validity of any payment made pursuant to this Section.

Section 3.09         Sponsor’s Indemnification of the Administrator.  The Sponsor will indemnify and hold harmless the Administrator from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of the activities of the Sponsor pursuant to the Series Certificate Agreement, including but not limited to, any judgment, award, settlement (to which the Sponsor has given its prior written consent, which will not be unreasonably withheld), reasonable attorneys’ fees and expenses and other costs or expenses incurred in connection with the defense of any actual or threatened action proceeding or claim; provided, however, that the Sponsor will not indemnify the Administrator if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, bad faith or willful misconduct by the Administrator.  This Section 3.09 will survive (i) the resignation or removal of the Administrator, (ii) the termination of the Series Certificate Agreement and (iii) the transfer by the Sponsor of any portion of its Certificates with respect to obligations incurred by the Sponsor under this Section 3.09 prior to such transfer.

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ARTICLE IV

ACCOUNTS AND DISBURSEMENTS; CREDIT ENHANCEMENT

Section 4.01         Collection of Money.  Except as otherwise expressly provided in the Series Certificate Agreement, the Administrator will demand payment or delivery of, and will directly receive and collect all money and other property payable to the Administrator pursuant to the Series Certificate Agreement, and will hold such money and property as part of the Assets of the Series Pool.

Section 4.02         Distribution Account; Establishment; Investments.  (a)  On or before the Date of Original Issue, the Administrator will establish the Distribution Account into which the Administrator will deposit all Bond Payments received from time to time, including Bond Redemption Premiums, all amounts paid pursuant to the Credit Enhancement, all amounts paid in connection with a Release Event, all Administrator Advances and all Bankruptcy Coverage Payments.  The Distribution Account will have the following subaccounts:  (i) the Bond Payment Subaccount – Interest; (ii) the Bond Payment Subaccount – Principal; and (iii) the Bond Payment Subaccount – Holdback.

(b)           The Administrator will deposit into the Bond Payment Subaccount–Interest or Bond Payment Subaccount–Principal, as applicable, promptly upon receipt, Bond Payments in respect of each Bond Interest Payment Date or Bond Redemption Date, as applicable, Bond Payments in connection with any Release Event and any Bankruptcy Coverage Payments.  The Administrator will also deposit into the Bond Payment Account–Interest any Administrator Advances it makes pursuant to Section 4.09.  Prior to any Bond Interest Payment Date or Bond Redemption Date, as applicable, the Administrator will notify ▇▇▇▇▇▇▇ Mac of the amounts of each Bond Payment anticipated on such date.  In connection with any Payment Date, the Administrator will notify ▇▇▇▇▇▇▇ Mac as soon as practicable by Electronic Notice of any amounts not received by the Administrator for such Payment Date corresponding to scheduled interest on and principal of the Bonds.  If the Administrator receives any Bond Redemption Premium, it will promptly deposit it into the Bond Payment Subaccount – Principal.

(c)           The Administrator will hold all sums under the Series Certificate Agreement for the payment of amounts due with respect to the Certificates separate and apart from its other assets for the benefit of the Persons entitled thereto.

(d)           Upon receipt by the Administrator of any Bankruptcy Coverage Payments, the Administrator will promptly remit such monies to present and former Holders to the extent they are entitled thereto.

(e)           In addition to the Distribution Account the Administrator may establish other accounts under the Series Certificate Agreement in order to carry out its duties.

(f)            Amounts on deposit in the Distribution Account (including each Subaccount thereof) may be invested by the Administrator at the direction of the Sponsor in Permitted Investments, and any investment earnings will be distributed on each Payment Date pursuant to Section 4.03(a).  Any such Permitted Investments must mature or otherwise provide immediately available funds in an amount equal to the originally invested amounts plus interest earnings

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thereon no later than each Payment Date.  Any interest earnings with respect to amounts on deposit in the Bond Payment Subaccount — Interest will be retained therein pending distribution on each Payment Date.  Any interest earnings with respect to amounts on deposit in the Bond Payment Subaccount — Principal shall be transferred on each Payment Date to the Bond Payment Subaccount — Interest prior to the distributions to be made on each Payment Date pursuant to Section 4.03(a) and Section 4.03(b).

(g)           The Administrator shall not be liable for any loss sustained with respect to investments of amounts held in the Distribution Account.

Section 4.03         Distributions and Payments from Bond Payment Subaccounts.  (a)  No later than 11:00 a.m. on each Payment Date, the Administrator will withdraw from the Bond Payment Subaccount—Interest and the Bond Payment Subaccount—Holdback the Available Funds deposited into each such subaccount and will distribute or retain, as applicable, the following amounts in the following priority, in each case to the extent of remaining Available Funds (provided that on the First Payment Date, before making the following distributions, the Administrator will transfer to the Person designated by the Sponsor the amount, if any, set forth in the Series Certificate Agreement as Accrued Interest on the Bonds):

(i)            first, to the Servicer, the amount of the Servicing Fee due and payable on such date;

(ii)           second, to the Special Servicer, the amount of the Special Servicing Fee (if any) due and payable on such date;

(iii)          third, pro rata to

(A)          the Registered Holders of Class A Certificates (other than Pledged Class A Certificates), the aggregate of the amounts of interest accrued, for each day in the Accrual Period related to that Payment Date at the applicable Reset Rate in effect for each such day and for each separate Subclass, on the Current Certificate Balance of such Certificates; and

(B)           the Pledge Custodian with respect to Pledged Class A Certificates, the aggregate of the amounts of interest accrued, for each day in the Accrual Period related to such Payment Date at the applicable Reset Rate in effect for each such day and for each separate Subclass, on the Current Certificate Balance of such Pledged Class A Certificates;

(iv)          fourth, to the Administrator, the amount of the aggregate accrued Daily Administrator Advance Charges unpaid on such date (if Section 4.09 is made applicable under the Series Certificate Agreement);

(v)           fifth, to the Administrator (if Section 4.09 is made applicable under the Series Certificate Agreement), the amount of any outstanding Administrator Advances previously made to Holders of Class A Certificates as of such Payment Date;

(vi)          sixth, to ▇▇▇▇▇▇▇ Mac, the amount of the ▇▇▇▇▇▇▇ Mac Fee due and payable on such date;

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(vii)         seventh, to the Administrator, the amount of the Administrator Fee due and payable on such date and all other reasonable amounts payable to the Administrator upon the issuance of a new Certificate pursuant to Section 2.05 or Section 2.07 or as reimbursement for its out-of-pocket expenses;

(viii)        eighth, if provided for in the Series Certificate Agreement, pro rata, to the Holders of Class A Certificates, their Class A Certificate Notional Accelerated Principal Paydown Amounts, if any;

(ix)           ninth, to the Remarketing Agent, the amount of the Remarketing Agent Fee (if any) due and payable on such date;

(x)            tenth, to the Bond Payment Subaccount—Holdback, the amount necessary to fully fund the Holdback Requirement, if applicable, as of such Payment Date; and

(xi)           eleventh, to the Pledge Custodian for the benefit of the Holders of Class B Certificates to be distributed in accordance with the terms of the Reimbursement Agreement, the remainder.

(b)           No later than 11:00 a.m. on the First Redemption Date and on each Redemption Date thereafter, the Administrator will withdraw from the Bond Payment Subaccount — Principal the Available Funds deposited into that subaccount and will distribute the following amounts in the following priority, in each case to the extent of remaining Available Funds, but in the case of Subsection 4.03(b)(i) below, unless the Mandatory Class A Principal Payment Date has occurred, distributions will only be made pursuant to such Subsection with respect to the Class A Certificates or any Subclass thereof to the extent the Administrator has received a Principal Payment Election Notice from the Holders thereof pursuant to Section 4.10, which notice has become effective and has not been subsequently rescinded pursuant to Section 4.10:

(i)            first, pro rata to (A) the Pledge Custodian, to pay the Outstanding Certificate Balance of Pledged Class A Certificates and (B) the Registered Holders of each Subclass of Class A Certificates, the sum of:  (1) the remaining Available Funds (other than funds in respect of any Redemption Premium Payment or any Hypothetical Gain Share payable in connection with a Release Event) until the Aggregate Outstanding Class A Certificate Balance is reduced to zero; and (2) the Class A Holder’s allocable share of the respective portion of the Redemption Premium Payment, if any, payable to Holders, determined in accordance with the definition of Gain Share or, in connection with a payment arising from a Release Event, the Class A Holder’s allocable share of the Hypothetical Gain Share; provided that, if ▇▇▇▇▇▇▇ Mac makes a principal payment in connection with a Release Event, ▇▇▇▇▇▇▇ Mac may direct subject to the provisions of the Reimbursement Agreement that the portion of such principal payment to be paid pro rata to the Pledge Custodian with respect to the Pledged Class A Certificates and to the Registered Holders of Class A Certificates will be determined using the following formula:

Amount to be paid = X + Y

where X = (60%)(A + B) minus B

and Y = A minus (X + C minus D + E) [BUT Y WILL NEVER BE LESS

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THAN ZERO]

and where:

A =         the principal amount paid by ▇▇▇▇▇▇▇ Mac related to the applicable tax-exempt Bonds subject to a Release Event

B =          the outstanding principal amount of taxable bonds that financed the same Project as the applicable Bonds

C =          the Current Class B Certificate Balance

D =          the Minimum Sponsor Interest ($5,000 where Partnership Factors have not been elected)

E =          prior distributions of principal other than to Holders of Class A Certificates (including Pledged Class A Certificates) or Holders of Class B Certificates to pay amounts described in Subsection 4.03(b)(ii) below;(1)

(1)  Example 1:

Assumptions:

1.     Outstanding Bond Balance of applicable Bonds:  $9,000,000

2.     Outstanding principal amount of related taxable bonds:  $1,000,000

3.     Current Class B Certificate Balance:  $20,000,000

4.     Partnership Factors have not been elected

5.     No prior distributions of principal other than to Holders of Class A Certificates (including Pledged Class A Certificates), and Class B Certificates have been made.

X =  (60%)($9,000,000 + $1,000,000) minus $1,000,000

X =  (60%)($10,000,000) minus $1,000,000

X =  $6,000,000 minus $1,000,000

X =  $5,000,000

Y =  $9,000,000 minus ($5,000,000 + ($20,000,000 minus ($5,000 + $0)))

Y =  $9,000,000 minus ($5,000,000 + ($20,000,000 minus $5,000))

Y =  $9,000,000 minus $24,995,000

Y is less than zero, so (Y) equals zero

Because X + Y = $5,000,000, $5,000,000 is the amount of principal paid pro rata against the Pledged Class A Certificates and Class A Certificates and $4,000,000 is paid against the Class B Certificates.  Pledged Class A Certificates and Class A Certificates are redeemed pro rata in the amount of $5,000,000 and Class B Certificates are redeemed in the amount of $4,000,000.  Redemption payments made on the Pledged Class A Certificates are paid to the Pledge Custodian; redemption payments made on the Class A Certificates are paid to the Registered Holders of Class A Certificates.  Redemption payments made on the Class B Certificates are paid to the Pledge Custodian.

Example 2:

X = $5,000,000

Y = $9,000,000 minus ($5,000,000 + ($2,000,000 minus ($5,000 + $0)))

Y = $9,000,000 minus ($5,000,000 + $1,995,000)

Y = $9,000,000 minus $6,995,000

Y = $2,005,000

Because X + Y = $7,005,000, $7,005,000 is the amount of principal paid pro rata against the Pledged Class A Certificates and the Class A Certificates and $1,995,000 is principal paid against the Class B Certificates.

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(ii)           second, to the Servicer, the Special Servicer, the Administrator, ▇▇▇▇▇▇▇ Mac and the Remarketing Agent, amounts owed to such parties pursuant to Subsections 4.03(a)(i), (ii), (iv), (v), (vi), (vii) and (ix) in the same order of priority to the extent any such amounts were not paid pursuant to such subsections;

(iii)          third, (subject to the provisions of Section 4.03(c) and the agreement of the Sponsor to maintain a Minimum Sponsor Interest), to the Pledge Custodian for the benefit of Holders of Class B Certificates to be distributed in accordance with the terms of the Reimbursement Agreement, the remainder.

The foregoing provisions of this Section 4.03(b) notwithstanding, if ▇▇▇▇▇▇▇ Mac makes a principal payment in connection with a Release Event, ▇▇▇▇▇▇▇ Mac shall direct if required by Section 5.3 of the Reimbursement Agreement that the entire amount of such payment be made to the Pledge Custodian for the benefit of the Holders of Class B Certificates to be distributed in accordance with the terms of the Reimbursement Agreement.

(c)           All distributions made to Holders described above on each Payment Date will be made to the Registered Holders of the Certificates of record on the related Regular Record Date, based on the Current Certificate Balances of their respective Certificates; provided, however, that the final payment on each Certificate will be made only in accordance with payments to be made on a termination of the Series Pool pursuant to Article XIII.  Subject to Section 2.02(b), each distribution with respect to Class A Certificates or Pledged Class A Certificates will be paid to DTC for distribution to DTC Participants, Indirect Participants and Holders in accordance with the Letter of Representations and the rules and regulations of DTC.  Each distribution with respect to Class B Certificates will be paid to the Pledge Custodian on behalf of the Holders of the Class B Certificates.  Any such payment to the Pledge Custodian will count as a payment with respect to the Class B Certificates when paid.

(d)           If a payment error occurs, the Administrator, in its sole discretion, may elect to correct the error by adjusting payments to be made on later Payment Dates or in any other manner as it deems appropriate.

Section 4.04         Administrator May Appoint Paying Agents.  The Administrator may appoint one or more Paying Agents to perform the obligations of the Administrator under Section 4.03.  Each such Paying Agent will execute and deliver to ▇▇▇▇▇▇▇ Mac an instrument in which such Paying Agent agrees with ▇▇▇▇▇▇▇ Mac to comply with all obligations and covenants imposed on Paying Agents by the Series Certificate Agreement and by such instrument.  If appointed, a Paying Agent will provide notices to ▇▇▇▇▇▇▇ Mac pursuant to Section 6.06(a)(v) in connection with payments pursuant to the Liquidity Facility.

Section 4.05         General Provisions Regarding Accounts.  The Distribution Account and its related subaccounts will relate solely to the Certificates and to the Series Pool Assets, and funds in the Distribution Account and related subaccounts will not be commingled with any other funds.

Section 4.06         Pledged Class A Certificates.  (a)  The Administrator will not obtain separate CUSIP identification numbers for Pledged Class A Certificates unless required by DTC.  The Administrator will take any reasonable action requested by ▇▇▇▇▇▇▇ Mac in order to perfect

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or otherwise safeguard its security interest in the Pledged Class A Certificates, including arranging for such pledge to be noted in the records of DTC Participants.

(b)           The Tender Option will not be effective with respect to any Pledged Class A Certificate, nor will any Pledged Class A Certificate be subject to Mandatory Tender on any Mandatory Tender Date.

(c)           If the Class A Certificates are ever withdrawn from a book-entry system with DTC or another depository, when a Certificate becomes a Pledged Class A Certificate, the Administrator will exchange such Certificate for one or more new Certificates representing, separately, Pledged Class A Certificates and Certificates that do not constitute Pledged Class A Certificates.

Section 4.07         Reports to Holders.  (a)  On or about the second Business Day preceding each Payment Date, ▇▇▇▇▇▇▇ Mac will post on its Internet web-site the following information regarding the Class A Certificates:

(i)            the related Payment Date for such monthly report;

(ii)           the Class Factor for the Class A Certificates; and

(iii)          the weighted average of the Reset Rate for the preceding monthly period.

If the Class A Certificates are to be redeemed in full on a Redemption Date, a notice as required by Section 13.02(a) will also be delivered by the Administrator.

(b)           Any failure by ▇▇▇▇▇▇▇ Mac to post the information or provide the notice described in Section 4.07(a) above, will not impair or affect the validity of the redemption of any other Certificate.

Section 4.08         Reductions of the Aggregate Outstanding Amounts.  When any Certificates are transferred to the Administrator for cancellation, the Administrator will cancel those Certificates, and following such cancellation, the Aggregate Outstanding Certificate Balance will be reduced by the Current Certificate Balance of the canceled Certificates.

Section 4.09         Administrator Advances and Daily Administrator Advance Charges.  The Administrator may make Administrator Advances, if the Series Certificate Agreement provides for them to be made, as described below.

(a)           Administrator to Make Administrator Advances.  The Administrator may, but need not, make Administrator Advances to Holders of Class A Certificates on a Payment Date in an amount up to the Required Class A Certificate Interest Distribution Amount for the prior Accrual Period.  The decision by the Administrator to make an Administrator Advance in any amount will be made in the sole discretion of the Administrator, and no decision to make an Administrator Advance on any Payment Date will impose any obligation to make an Administrator Advance of any further amount.  On each occasion when the Administrator determines to make an Administrator Advance, the Administrator will notify the Remarketing Agent and ▇▇▇▇▇▇▇ Mac of such determination prior to 12:00 noon, on the Business Day prior to such Payment Date.

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(b)           Repayment of Administrator Advances.  Unreimbursed Administrator Advances will be repaid from amounts deposited in the Bond Payment Subaccount-Interest as provided in Section 4.03(a) or from proceeds of Bonds sold as provided in Article XIII.

(c)           Administrator Advance Charge.  The Administrator will be entitled to receive a fee equal to the aggregate accrued Daily Administrator Advance Charges.

(d)           Payment of Daily Administrator Advance Charge.  Aggregate Daily Administrator Advance Charges will be paid, to the extent available, from Available Funds, on each Payment Date derived from interest payments on Bonds or in the Bond Payment Subaccount–Holdback before payments to Class A Holders on each Payment Date and as elsewhere herein upon the withdrawal, sale or redemption of Bonds.

(e)           Authorization to Deduct Administrator Advances, Administrator Advance Charges, Service Charges, Liquidity Charges and Administrator Fees.  Each Holder of Certificates, by its purchase thereof, authorizes the Administrator to deduct from payments on the Bonds any unreimbursed Administrator Advances, unpaid Daily Administrator Advance Charges, and accrued fees and reimbursements due to ▇▇▇▇▇▇▇ Mac, the Administrator, the Remarketing Agent or the Servicer.

(f)            If the Administrator determines not to make Administrator Advances for any reason, interest distributions on the Class A Certificates will be made on each Payment Date in the manner described in Section 4.03(a) by the payment of the Available Funds in the Bond Payment Subaccount-Interest and the Bond Payment Subaccount-Holdback.  After the payment of Administrator Fees and aggregate Daily Administrator Advance Charges, all amounts remaining in the Bond Payment Subaccount-Interest and the Bond Payment Subaccount-Holdback will be paid immediately to Holders of Class A Certificates on each Payment Date.  Interest on the Class A Certificates will continue to accrue at the Reset Rate in effect for each Accrual Period without an increase in the accrual rate for any delay in payment.

Section 4.10         Class A Principal Payment Election; Rescission.  A Holder of any Authorized Denominations of any Subclass of Class A Certificates shall have the right at any time and from time to time to elect to receive distributions of principal pursuant to Section 4.03(b) (provided any such election may not become effective prior to the First Redemption Date).  In order to elect to receive such distributions, such Holder must deliver (or cause its DTC Participant to deliver, as required) to the principal office of the Administrator, a Principal Payment Election Notice indicating such election with respect to all Class A Certificates of any Subclass held by such Holder.  The Administrator will give a copy of each Principal Payment Election Notice received by it to the Remarketing Agent, ▇▇▇▇▇▇▇ Mac and the Sponsor, by Electronic Notice, promptly confirmed in writing by mailing a copy thereof, not later than the Business Day following the Business Day on which the Administrator receives such notice.

A Principal Payment Election Notice will be effective 20 days following receipt thereof by the Administrator, and the Administrator, on and after such effective date, will make

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distributions of principal with respect to the Class A Certificates of the applicable Subclass for which such election has been made pursuant to Section 4.03(b).

Any Holder of any Authorized Denominations of any Subclass of Class A Certificates for which a Principal Payment Election Notice has been received by the Administrator and has become effective as aforesaid may subsequently rescind such Principal Payment Election Notice.  In order to rescind such notice, such Holder must deliver (or cause its DTC Participant to deliver, as required) to the principal office of the Administrator, a Principal Payment Election Rescission Notice indicating the rescission of the prior election to receive principal distributions pursuant to Section 4.03(b).  The Administrator will deliver a copy of each Principal Payment Election Rescission Notice received by it to the Remarketing Agent, ▇▇▇▇▇▇▇ Mac and the Sponsor, by Electronic Notice, promptly confirmed in writing by mailing a copy thereof, not later than the Business Day following the Business Day on which Administrator receives such notice.

A Principal Payment Election Rescission Notice will be effective 20 days following receipt by the Administrator thereof, and the Administrator on, and after such effective date, will no longer make distributions of principal with respect to the Class A Certificates of the applicable Subclass for which such Principal Payment Election Rescission Notice was received.

The Administrator shall be entitled to rely conclusively on any Principal Payment Election Notice or Principal Payment Election Rescission Notice received by it as complete authorization for the direction contained therein.

Notwithstanding the foregoing provisions of this Section, from and after the Mandatory Class A Principal Payment Date, on each Redemption Date, all Class A Holders will be distributed principal in accordance with Section 4.03(b) hereof, and any election otherwise will be invalid as of such Mandatory Class A Principal Payment Date.

Section 4.11         Credit Enhancement.  ▇▇▇▇▇▇▇ Mac guarantees certain payments with respect to the Certificates as set forth below:

(a)           ▇▇▇▇▇▇▇ Mac hereby guarantees to each Registered Holder of a Class A Certificate the timely payment on each Payment Date of such Holder’s pro rata portion of

(i)            the Required Class A Certificate Interest Distribution Amount; and

(ii)           that portion of the scheduled principal then due and payable on any Bond on the most recent Bond Redemption Date that was not received by the Administrator on such Bond Redemption Date (excluding any Bond Redemption Premium).

(b)           ▇▇▇▇▇▇▇ Mac hereby guarantees to each Registered Holder of a Class A Certificate or a Class B Certificate the timely payment on each Release Event Date of the applicable Release Purchase Price (but not any Hypothetical Gain Share payable on such date).

(c)           ▇▇▇▇▇▇▇ Mac hereby guarantees to the Registered Holder of the Class B Certificates the timely payment on each Payment Date of such Holder’s residual interest set forth in

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Section 4.03(a) and the payment of the remainder of principal set forth in Section 4.03(b) (but in each such case only to the extent the Administrator has received Available Funds required to be paid to the Pledge Custodian, as Registered Holder, pursuant to Section 4.03(a) or Section 4.03(b), as applicable).

(d)           In addition, with respect to any series of Bonds, if all or any portion of a payment of principal of (but not premium related to such Bonds), or interest on, such Bonds or the Release Purchase Price (but not Gain Share or Hypothetical Gain Share) is recovered from any Holder of a Certificate, in whole or in part, as a matter of a final, nonappealable order by a court of competent jurisdiction pursuant to section 544, 547, 549 or 550 of the United States Bankruptcy Code, or under the banking laws of the United States, in any proceeding instituted thereunder by or against the owner of the property that secures the applicable Bonds, or any other Person (other than ▇▇▇▇▇▇▇ Mac) making such payment, ▇▇▇▇▇▇▇ Mac will pay to the Administrator, within five (5) Business Days after receiving a written notice from the affected Registered Holders of the Certificates that were required to pay such recovery, an amount equal to the amount of such recovery.  Nothing contained in this paragraph will preclude ▇▇▇▇▇▇▇ Mac, after making the payment referred to in the prior sentence, from contesting, directly or indirectly, in any such proceeding, any such attempted recovery or stay, or from seeking to lift or modify the automatic stay, and ▇▇▇▇▇▇▇ Mac in its capacity as Administrator, will have the right to contest any attempted recovery or stay, or to seek to lift or modify any automatic stay.  The amounts payable pursuant to this paragraph will be deposited into the applicable Bond Payment Subaccount within the Distribution Account.

(e)           Except as provided in the next sentence, ▇▇▇▇▇▇▇ Mac’s obligations under the Credit Enhancement will terminate on the Credit Enhancement Expiration Date.  Under certain circumstances involving an Owner Act of Bankruptcy, ▇▇▇▇▇▇▇ Mac’s obligations under the immediately preceding paragraph will continue beyond the Credit Enhancement Expiration Date, as follows:  ▇▇▇▇▇▇▇ Mac’s obligations under the immediately preceding paragraph will continue beyond the Credit Enhancement Expiration Date with respect to any payment (a “Covered Payment”) on any series of Bonds made by any person (other than ▇▇▇▇▇▇▇ Mac) within three hundred sixty-six (366) days prior to an Owner Act of Bankruptcy with respect to such Bonds, and will terminate on the later to occur of (i) the date on which ▇▇▇▇▇▇▇ Mac has paid to the Administrator an amount equal to all Covered Payments recovered from the Holders pursuant to such proceeding, and (ii) the date on which all claims with respect to any such proceeding have been denied with prejudice by a final, nonappealable order of a court of competent jurisdiction, and (b) if no Owner Act of Bankruptcy has occurred, the last expiration date of all statutes of limitations applicable to claims against Holders pursuant to an Owner Act of Bankruptcy.  However, all Credit Enhancement obligations of ▇▇▇▇▇▇▇ Mac with respect to any series of Bonds will terminate on the earlier of (A) the receipt by the Administrator of a certificate of the applicable owner dated not earlier than 366 days following the applicable Credit Enhancement Expiration Date to the effect that as of the date of the certificate no Owner Act of Bankruptcy has occurred or (B) 380 days following such Credit Enhancement Expiration Date provided that the Administrator has not received notice that an Owner Act of Bankruptcy has occurred.

(f)            ▇▇▇▇▇▇▇ Mac will be subrogated to all the rights, interest, remedies, powers and privileges of the Holders with respect to any payments made by ▇▇▇▇▇▇▇ Mac

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pursuant to its Credit Enhancement set forth in this Section 4.11.  In particular, to the extent ▇▇▇▇▇▇▇ Mac makes a payment pursuant to its Credit Enhancement under this Section 4.11 and to the extent ▇▇▇▇▇▇▇ Mac has not been fully reimbursed for such payment pursuant to the terms of the Reimbursement Agreement, the Administrator will remit to ▇▇▇▇▇▇▇ Mac any subsequent Bond Payments or other payments received by the Administrator in satisfaction of the obligations with respect to which such Credit Enhancement payment was made.  In the event ▇▇▇▇▇▇▇ Mac makes a payment pursuant to its Credit Enhancement under this Section 4.11 and is fully reimbursed for such Credit Enhancement payment in accordance with the Reimbursement Agreement, then any subsequent Bond Payments or other payments received by the Administrator in satisfaction of the obligations with respect to which such reimbursed Credit Enhancement payment was made, shall be paid to the Pledge Custodian for the benefit of the Holders of the Class B Certificates to be distributed in accordance with the terms of the Reimbursement Agreement.  Each Holder of Certificates will be deemed to have consented to these subrogation rights.

(g)           Any payments by ▇▇▇▇▇▇▇ Mac pursuant to its guaranty set forth in this Section 4.11 will be made by ▇▇▇▇▇▇▇ Mac using its own funds, and not any funds of the Sponsor or otherwise derived from the Bonds.

(h)           For sake of clarity, if the Bonds deposited with respect to a Series Pool are custodial receipts, trust receipts or any other similar instrument evidencing an ownership interest in municipal securities held in a pass-through arrangements, then payments guaranteed by ▇▇▇▇▇▇▇ Mac in this Section 4.11 with respect to the Bonds will refer to such payments with respect to the Underlying Bonds.

Section 4.12         Confirming Credit Facility.  If the rating of the long-term senior debt of ▇▇▇▇▇▇▇ Mac is reduced either below “A3” (or withdrawn) in the case of ▇▇▇▇▇’▇, or below “A-” (or withdrawn) in the case of S&P, then the Sponsor may arrange to be delivered a confirming credit facility acceptable to each applicable Rating Agency maintaining a rating with respect to the Class A Certificates as evidenced by a rating letter from each such Rating Agency confirming a rating of not less than “A”.

ARTICLE V

RESET RATES; RESET RATE METHOD; RESET DATES

Section 5.01         Determination of Reset Rates, Reset Rate Methods and Reset Dates.

(a)           Each Series of Class A Certificates or any Subclass thereof may have a Reset Rate Method that is a Weekly Reset Rate Method, a Monthly Reset Rate Method or a Term Reset Rate Method.  The Series Certificate Agreement will designate the initial Reset Rate Method as of the Date of Original Issue for the Class A Certificates or, as applicable, for each Subclass thereof.  The Remarketing Agent will determine the Reset Rate for the Class A Certificates, or each Subclass thereof, as applicable, in accordance with this Article V.  The Holders of not less than 51% of the Aggregate Outstanding Class B Certificate Balance, with the consent of ▇▇▇▇▇▇▇ Mac, will have the right to change the initial Reset Rate Method or any subsequent Reset Rate Method to another Reset Rate Method.

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(b)           (i) Any change in the Reset Rate Method from a Weekly Reset Rate Method or a Monthly Reset Method will be conditioned upon the remarketing of all Available Remarketing Class A Certificates for a price equal to the Current Class A Certificate Balance thereof; and (ii) any change in the Reset Rate Method from a Term Reset Rate Method (but not a continuation of a Term Reset Rate Method) will be conditioned upon the remarketing of all Available Remarketing Class A Certificates for a price equal to the Current Class A Certificate Balance thereof.

(c)           If all Available Remarketing Class A Certificates are not remarketed for a purchase price equal to the Current Class A Certificate Balance thereof as provided in Section 5.01(b), beginning on the date that would have been the Reset Rate Method Change Date, the Reset Rate Method that will be in effect will be a Weekly Reset Rate Method, and the Weekly Reset Rate will be determined by the Remarketing Agent on or prior to the Reset Rate Method Change Date, and will be effective from the day that would have been the Reset Rate Method Change Date through the next succeeding Wednesday.  The Reset Rate Method thereafter will continue to be a Weekly Reset Rate Method unless and until a Reset Rate Method Change Date occurs.

Section 5.02         Weekly Reset Rate; Monthly Reset Rate.

(a)           Weekly Reset Rate; Weekly Reset Date.  If the Reset Rate Method is, or is being changed to, a Weekly Reset Rate Method, the Remarketing Agent will determine, by not later than 5:00 p.m. on each Weekly Reset Date, the Weekly Reset Rate for the Class A Certificates, or Subclass thereof, as applicable, which rate will be the per annum rate, not exceeding the Maximum Reset Rate, determined by the Remarketing Agent as the minimum rate of interest which would, in the judgment of the Remarketing Agent, under then prevailing market conditions (taking into account that such rate will be reset on the next Weekly Reset Date), result in a sale of the Class A Certificates at a market price equal to the Current Certificate Balance thereof, plus accrued interest.  The Weekly Reset Rate applicable on the Weekly Reset Date in each week will be in effect from Thursday of such week through Wednesday of the following week, or, if earlier, through the day preceding the next Reset Rate Method Change Date.  However, if on any Weekly Reset Date, the Remarketing Agent fails to establish the Weekly Reset Rate, the then applicable Reset Rate will be the lesser of the previous Reset Rate or the Maximum Reset Rate.

(b)           Monthly Reset Rate; Monthly Reset Date.  If the Reset Rate Method is, or is being changed to, a Monthly Reset Rate Method, the Remarketing Agent will determine, by not later than 5:00 p.m. on each Monthly Reset Date, the Monthly Reset Rate for the Class A Certificates, or Subclass thereof, as applicable, which rate will be the per annum rate, not exceeding the Maximum Reset Rate, determined by the Remarketing Agent as the minimum rate of interest which would, in the judgment of the Remarketing Agent, under then prevailing market conditions (taking into account that such rate will be reset on the next Monthly Reset Date), result in a sale of the Class A Certificates at a market price equal to the Current Certificate Balance thereof, plus accrued interest.  The Monthly Reset Rate will be in effect from the first day of the month through the last day of such month or, if earlier, on the day preceding the next Reset Rate Method Change Date.  However, if on any Monthly Reset Date, the Remarketing Agent fails to establish the Monthly Reset Rate, the then applicable Reset Rate will be the lesser of the previous Reset Rate or the Maximum Reset Rate.  Six Business Days before any Monthly

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Reset Date, the Remarketing Agent will determine the Preliminary Class A Certificate Rate pursuant to the standard set forth in the first sentence of this Subsection 5.02(b).  Upon such determination, the Remarketing Agent will immediately give telephonic notice of the Preliminary Class A Certificate Rate to each Holder requesting such notice.  The Monthly Reset Rate may be more than, but will be at least equal to such Preliminary Class A Certificate Rate, provided that it may not exceed the Maximum Reset Rate.

(c)           Reset Rate Method Change Notice and Related Mandatory Tender.  If the Holders of not less than 51% of the Aggregate Outstanding Class B Certificate Balance, with the written consent of ▇▇▇▇▇▇▇ Mac (which may be conditioned upon a repricing by the Remarketing Agent), at any time determine to change the Reset Rate Method from a Weekly Reset Rate Method to a Monthly Reset Rate Method, or from a Monthly Reset Rate Method to a Weekly Reset Rate Method, and gives the Administrator notice of such determination along with a copy of such consent if applicable, the Administrator will give, by Electronic Notice, a Reset Rate Method Change Notice to the Remarketing Agent and to the Registered Holders of the Class A Certificates (or the affected Subclass thereof, as applicable), not later than the second Business Day following the date ▇▇▇▇▇▇▇ Mac consents to or initiates such change.  Each such Reset Rate Method Change Notice must be provided to the Holders of Class A Certificates (or the affected Subclass thereof, as applicable) no later than eight Business Days prior to the Reset Rate Method Change Date and state (A) that a Weekly Reset Rate Method or Monthly Reset Rate Method, whichever is applicable, will be in effect, following the Reset Rate Method Change Date, (B) the date on which such Weekly Reset Rate Method or Monthly Reset Rate Method will become effective, (C) that the Class A Certificates will be subject to Mandatory Tender on the Reset Rate Method Change Date (subject to the Class A Holders’ right to retain their Class A Certificates) and (D) that the change in Reset Rate Method will be subject to the remarketing of all Available Remarketing Class A Certificates for a price equal to the Current Class A Certificate Balance thereof and if not remarketed, the Reset Rate Method will change to the Weekly Reset Rate Method.  Such notice will be attached to the Mandatory Tender Notice that is required to be provided pursuant to Section 6.05.

Section 5.03         Term Reset Rate; Term Reset Date.

(a)           Determination of Term Reset Rate.  Subject to the next sentence of this Section 5.03(a), if the Reset Rate Method is, or is being changed to, a Term Reset Rate Method, the Remarketing Agent will determine by not later than 5:00 p.m. on the Term Reset Date the Term Reset Rate for the Class A Certificates (or Subclass thereof, as applicable), which rate will be the per annum rate, not exceeding the Maximum Reset Rate (or in the case of a continuation of the Term Reset Rate Method applicable to a Subclass, the initial Term Reset Rate applicable to such Subclass), determined by the Remarketing Agent as the minimum rate of interest which would, in the judgment of the Remarketing Agent, under then prevailing market conditions (taking into account that such rate will be reset on the next Term Reset Date), result in a sale of the Class A Certificates at a price equal to the Current Certificate Balance thereof, plus accrued interest.  If the Reset Rate Method is being changed to a Term Reset Rate Method, the Class A Certificates will only bear interest at the Term Reset Rate if on the Term Reset Date all Available Remarketing Class A Certificates are remarketed for a price equal to the Current Class A Certificate Balance thereof, and if all such Available Remarketing Class A Certificates are not remarketed for a price equal to the Current Class A Certificate Balance thereof, beginning on the

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date that would have been the Term Reset Date, the Class A Certificates will bear interest at the Weekly Reset Rate.

The Term Reset Rate determined on each Term Reset Date will be in effect from the related Term Effective Date through the day preceding the next Term Effective Date.  The period during which a Term Reset Rate may be in effect will not be less than 90 days nor extend past the latest occurring stated maturity date of the Bonds, and shall be specified in the Term Reset Method Notice.

The Holders of not less than 51% of the Aggregate Outstanding Class B Certificate Balance shall, in conjunction with the Remarketing Agent, with the written consent of ▇▇▇▇▇▇▇ Mac, establish the length of the period during which the Term Reset Rate will be effective.  In the case of a continuation of the Term Reset Rate Method, if ▇▇▇▇▇▇▇ Mac does not provide its consent to such period or such Holders do not provide the applicable Notice to the Administrator when required by Section 5.03(b), the Term Reset Rate for the ensuing term shall be established in accordance with the parameters of this Subsection 5.03(a) as follows:  (i) if the rate reset is to occur before the Longest Initial Reset Date, for a period extending to the Longest Initial Reset Date or (if all the applicable Class A Certificates cannot be remarketed at a rate equal to or lower than the applicable maximum rate at a price equal to the Current Certificate Balance thereof, plus accrued interest, to such date) then to such next shorter period in the determination of the Remarketing Agent that would result in a sale of all the applicable Class A Certificates at a rate equal to or lower than the applicable maximum rate at a price equal to the Current Certificate Balance thereof, plus accrued interest, or (ii) if the rate reset is to occur on or after the Longest Initial Reset Date, for a period extending to the Maximum Reset Date or (if all the applicable Class A Certificates cannot be remarketed at a rate equal to or lower than the applicable maximum rate at a price equal to the Current Certificate Balance thereof, plus accrued interest, to such date) then to such next shorter period in the determination of the Remarketing Agent that would result in a sale of all the applicable Class A Certificates at a rate equal to or lower than the applicable maximum rate at a price equal to the Current Certificate Balance thereof, plus accrued interest.

In the case of a continuation of the Term Reset Rate Method where the Holders of not less than 51% of the Aggregate Outstanding Class B Certificate Balance have given the notice to the Administrator when required by Section 5.03(b) to effect such continuation along with the aforementioned ▇▇▇▇▇▇▇ Mac consent, but the Remarketing Agent is unable to remarket all applicable Available Remarketing Class A Certificates for a price equal to the Current Class A Certificate Balance thereof plus accrued interest, for the period indicated in the related Term Reset Method Notice, the Remarketing Agent will notify ▇▇▇▇▇▇▇ Mac and such Class B Holders, and the Term Reset Rate for the ensuing term shall be established in accordance with the parameters of this Subsection 5.03(a) for such shorter period of not less than 90 days that in the determination of the Remarketing Agent would result in a sale of all the applicable Class A Certificates at a rate equal to or lower than the applicable maximum rate at a price equal to the Current Certificate Balance thereof, plus accrued interest.

Six Business Days before any Term Reset Date, the Remarketing Agent will determine the Preliminary Class A Certificate Rate pursuant to the standard set forth in the first sentence of this Subsection 5.03(a).  Upon such determination, the Remarketing Agent will immediately give telephonic notice of the Preliminary Class A Certificate Rate and the length of the ensuing term

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to each Holder requesting such notice.  The Term Reset Rate may be more than, but will be at least equal to such Preliminary Class A Certificate Rate, provided that it may not exceed the Maximum Reset Rate (or in the case of a continuation of the Term Reset Rate Method applicable to a Subclass, the Initial Term Reset Rate applicable to such Subclass).

(b)           Term Reset Method Notice and Related Mandatory Tender.  A Term Reset Rate may be set or reset as of the applicable Term Effective Date and may be set or reset at a fixed rate.  If the Holders of not less than 51% of the Aggregate Outstanding Class B Certificate Balance determine to continue the Term Reset Rate Method in effect with respect to the Class A Certificates or any applicable Subclass thereof, or, with the written consent of ▇▇▇▇▇▇▇ Mac, determine to change the Reset Rate Method from a Weekly Reset Rate Method or Monthly Reset Rate Method to a Term Reset Rate Method (and gives the Administrator notice of such determination along with a copy of such consent if applicable, in all events before any Term Reset Date and on or prior to the ninth Business Day prior to the Term Effective Date) the Administrator will give by Electronic Notice, a Term Reset Method Notice to the Remarketing Agent and to the Registered Holders of the Class A Certificates (or the affected Subclass, as applicable) not later than the Business Day following the date ▇▇▇▇▇▇▇ Mac consents to or initiates such change.  Such notice will be attached to the Mandatory Tender Notice that is required to be provided pursuant to Section 6.05, if applicable.  Each such Term Reset Method Notice will set forth: (A) a statement that the ensuing Reset Rate Method will be a Term Reset Rate Method, (B) the Term Effective Date on which the Term Reset Rate Method will take effect and the length of the period during which the Term Reset Rate will be in effect, (C) a statement that the Class A Certificates will be subject to Mandatory Tender on the Term Effective Date (subject to the Class A Holders’ right to retain their Class A Certificates), provided that such date will be no earlier than eight Business Days following the date on which such notice is given to the Registered Holders by the Administrator, (D) the Term Reset Date on which the Term Reset Rate for such Term Effective Date will be determined, (E) a statement that the Preliminary Class A Certificate Rate will be determined six Business Days before the Term Reset Date, and (F) a statement that the beginning of the Term Reset Rate Method on the Term Reset Date in the case of a change to (but not a continuation of) the Term Reset Rate Method will be subject to the remarketing of all Available Remarketing Class A Certificates for a price equal to the Current Class A Certificate Balance thereof and if not so remarketed, beginning on the date that would have been the Term Reset Date, the Class A Certificates will bear interest at the Weekly Reset Rate.

(c)           Reset Rate Method Change Notice and Related Mandatory Tender.  If the Holders of not less than 51% of the Aggregate Outstanding Class B Certificate Balance, with the written consent of ▇▇▇▇▇▇▇ Mac (which may be conditioned upon a repricing by the Remarketing Agent), determine to change the Reset Rate Method from a Term Reset Rate Method to a Weekly Reset Rate Method or Monthly Reset Rate Method and give the Administrator notice of such determination along with a copy of such consent if applicable, no later than the ninth Business Day prior to the day that would be the Term Effective Date if the Term Reset Rate Method were to continue, the Administrator will give by Electronic Notice a Reset Rate Method Change Notice to the Remarketing Agent and to the Registered Holders of the Class A Certificates (or the affected Subclass, as applicable) not later than the Business Day following the date ▇▇▇▇▇▇▇ Mac consents or initiates such change.  Such Reset Rate Method Change Notice will set forth (A) a statement that a Weekly Reset Rate Method or Monthly Reset Rate Method, whichever is applicable, will be in effect, (B) the date on which such Weekly Reset Rate Method or Monthly

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Reset Rate Method will become effective; provided that such date will be a Business Day not earlier than the first day following the end of the term which was in effect and not earlier than eight Business Days following the date on which such notice is given by the Administrator to the Registered Holders, (C) a statement that the Class A Certificates will be subject to Mandatory Tender on the Reset Rate Method Change Date (subject to the Class A Holders’ right to retain their Class A Certificates) and (D) a statement that if all Available Remarketing Class A Certificates are not remarketed for a price equal to the Current Class A Certificate Balance thereof, beginning on the Reset Method Change Date all Class A Certificates will bear interest at the Weekly Reset Rate, notwithstanding, if applicable, the prior election to change the Reset Rate Method to the Monthly Reset Method.  Such notice will be attached to the Mandatory Tender Notice that is required to be provided pursuant to Section 6.05.

(d)           Reversion to Weekly Reset Rate Method.  In the case of a change to (but not a continuation of) the Term Reset Rate Method, if the Administrator has not received a Term Reset Method Notice pursuant to Section 5.03(b), or a Reset Rate Method Change Notice pursuant to Section 5.03(c), by the ninth Business Day prior to the day that would be the Term Effective Date if the Term Reset Rate Method were to continue or if all Available Remarketing Class A Certificates have not been remarketed for a price equal to the Current Class A Certificate Balance thereof, the Reset Rate Method that will be in effect as of the end of such term will be a Weekly Reset Rate Method, and the Weekly Reset Rate will be determined by the Remarketing Agent on the last Business Day on or prior to the end of such term and will be effective from the day following the end of such term through the next succeeding Wednesday, or, if earlier, through the day preceding the next Reset Rate Method Change Date.  Unless any such Reset Rate Method Change Date occurs on or prior to such Wednesday, the Reset Rate Method thereafter will continue to be a Weekly Reset Rate Method unless and until a Reset Rate Method Change Date occurs.  On the eighth Business Day prior to the day that would be the Term Effective Date if the Term Reset Rate Method were to continue, the Administrator will give a notice to ▇▇▇▇▇▇▇ Mac and the Registered Holders of Class A Certificates setting forth (A) a statement that a Weekly Reset Rate Method will be in effect, (B) the date on which such Weekly Reset Rate Method will become effective, and (C) a statement that the Class A Certificates will be subject to Mandatory Tender on the Reset Rate Method Change Date (subject to the Class A Holders’ right to retain their Class A Certificates).  Such notice will be attached to the Mandatory Tender Notice that is required to be provided pursuant to Section 6.05.

Section 5.04         Notice of Reset Rate.  On each Weekly Reset Date, Monthly Reset Date and Term Reset Date, promptly after determining the Reset Rate applicable to the Class A Certificates (or Subclass thereof, as applicable), the Remarketing Agent will give to the Sponsor, the Administrator and ▇▇▇▇▇▇▇ Mac, by Electronic Notice, a notice setting forth (A) the Maximum Reset Rate, (B) the Reset Rate and (C) the date on which such Reset Rate will take effect in accordance with this Article V.  Upon the giving of such notice to the Administrator, the determination of the Reset Rate by the Remarketing Agent will, in the absence of manifest error, be conclusive and binding upon the Remarketing Agent, the Administrator, ▇▇▇▇▇▇▇ Mac, and the Holders, subject to the Maximum Reset Rate.  The Administrator and the Remarketing Agent will make the Reset Rate available by telephone to any requesting Holder during regular business hours.

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Section 5.05         No Changes in Reset Rate Method During the Two Business Days Preceding Mandatory Tender Date.  No change in any Reset Rate Method will be effective during the last two Business Days preceding any Mandatory Tender Date.

Section 5.06         Maximum Reset Rate.  In no event will the rate at which interest will accrue on any day on the Class A Certificates exceed the Maximum Reset Rate for such day.  The Maximum Reset Rate will be calculated by the Remarketing Agent on each Reset Date immediately prior to the determination of the Reset Rate.

ARTICLE VI

THE LIQUIDITY FACILITY; THE TENDER OPTION; MANDATORY TENDER

Section 6.01         Tender Option; Rights of Holders; Liquidity Facility.  (a)  Each Holder of a Class A Certificate will have the right, at its option, at the times and in compliance with the requirements and subject to the provisions of Section 6.03, to tender such Holder’s Class A Certificate in Authorized Denominations to the Administrator for purchase and to receive payment of the Purchase Price thereof pursuant to Section 6.06.  This right of tender is not available to Affected Certificates after the occurrence of an applicable Tender Option Termination Event or to Pledged Class A Certificates.

(b)           (i)            ▇▇▇▇▇▇▇ Mac agrees to provide payment of the Purchase Price of Class A Certificates (other than Affected Certificates or Pledged Class A Certificates) on a Purchase Date, Optional Disposition Date or Mandatory Tender Date, as applicable, in accordance with the following provisions.  Subject to its receipt of notice from the Remarketing Agent as provided in Section 6.01(b)(iii) and, if applicable, from the Paying Agent pursuant to Section 6.06(a)(v), ▇▇▇▇▇▇▇ Mac hereby agrees to pay the Administrator no later than 2:00 p.m. on any Purchase Date, Optional Disposition Date or Mandatory Tender Date, as applicable, the Purchase Price of any Class A Certificate that is subject to (i) Optional Tender, (ii) Mandatory Tender following a Mandatory Tender Event, or (iii) the right of Holders of Class A Certificates to exercise the Optional Disposition Right (in each instance, less any available remarketing proceeds as provided in Section 6.06(a), and in certain cases involving an Optional Disposition Right, subject to the priority of sources described in Section 7.05(c), or in the case of Class A Certificates subject to Mandatory Tender in connection with a Special Adjustment Event, only to the extent the applicable Purchase Price is not funded from the sources described in Sections 7.02(c) of these Standard Terms).  Unless a Tender Option Termination Event has occurred and continues with respect to all of the Certificates, this obligation of ▇▇▇▇▇▇▇ Mac is binding against it, irrespective of any insolvency, bankruptcy, assignment for the benefit of creditors or readjustment of the debts of, or other similar events or proceedings affecting, any Person, or any action taken by any trustee or receiver, or any court in any such proceeding, or any allegation of invalidity of the agreement of ▇▇▇▇▇▇▇ Mac to make such payments in any such proceeding.

(ii)           The initial Liquidity Commitment is an amount equal to the sum of (A) the Aggregate Outstanding Class A Certificate Balance as of the Date of Original Issue plus (B) an amount equal to interest for thirty five (35) days on the Aggregate Outstanding Bond Balance at a rate per annum equal to the Weighted Average Bond Rate assuming that the Bond Rate is the maximum possible rate for the related Bond.  The Liquidity Commitment will be increased on the date on which Class B Certificates are converted to Class A Certificates pursuant to Section 2.14

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so that as of such date of conversion, the Liquidity Commitment will be the Aggregate Outstanding Class A Certificate Balance plus an amount equal to interest for thirty five (35) days on the Aggregate Outstanding Bond Balance at a rate per annum equal to the Weighted Average Bond Rate assuming that the Bond Rate is the maximum possible rate for the related Bond.  The Liquidity Commitment will be decreased on any date on which Class A Certificates (A) are canceled, exchanged for Bonds or proceeds from the Disposition of Bonds or (B) become Pledged Class A Certificates pursuant to the Series Certificate Agreement.

(iii)          ▇▇▇▇▇▇▇ Mac’s obligation to pay the Purchase Price with respect to any Available Remarketing Class A Certificates on any Purchase Date, Optional Disposition Date or Mandatory Tender Date pursuant to the Liquidity Facility is subject to the condition precedent that ▇▇▇▇▇▇▇ Mac has timely received from the Remarketing Agent and, if applicable, the Paying Agent, all notices required to be received by ▇▇▇▇▇▇▇ Mac pursuant to Section 6.06 no later than 9:00 a.m. and 10:00 a.m., respectively, on such date, in which event ▇▇▇▇▇▇▇ Mac will pay the amounts required under the Liquidity Facility no later than 2:00 p.m. on such date.  If ▇▇▇▇▇▇▇ Mac receives such notice from the Remarketing Agent after 9:00 a.m., or from the Paying Agent, if applicable, after 10:00 a.m., it will pay the amounts required under the Liquidity Facility no later than 2:00 p.m. on the Business Day following the Purchase Date, as applicable.

(iv)          The Administrator will receive and hold for the benefit of tendering Holders all funds provided by ▇▇▇▇▇▇▇ Mac under the Liquidity Facility on account of the Purchase Price of Class A Certificates and will not disburse such funds until the tendered Class A Certificates have been received from the Registered Holders of the Tendered Class A Certificates.  On the Purchase Date, the Administrator will cause Pledged Class A Certificates to be registered in the name of the Pledge Custodian until remarketed or redeemed, subject to the security interest provided for in the Reimbursement Agreement.

(v)           When ▇▇▇▇▇▇▇ Mac pays the Purchase Price of Class A Certificates tendered as provided above, all payment obligations of ▇▇▇▇▇▇▇ Mac related to the payment of the Purchase Price of such Class A Certificates will terminate, subject to reinstatement as provided in the next sentence.  ▇▇▇▇▇▇▇ Mac’s obligation to pay all or a portion of the Purchase Price of such tendered Class A Certificates, as applicable, will be reinstated (A) automatically, when and to the extent that (1) ▇▇▇▇▇▇▇ Mac has confirmed in writing to the Administrator full reimbursement in immediately available funds for the amount provided by it pursuant to the Liquidity Facility to pay all or a portion of the Purchase Price of such tendered Class A Certificates or (2) the Administrator has received immediately available funds from the Remarketing Agent or other applicable source to reimburse ▇▇▇▇▇▇▇ Mac fully for the amount provided to pay all or a portion of the Purchase Price of such tendered Class A Certificates, and the Remarketing Agent has delivered to ▇▇▇▇▇▇▇ Mac a certificate to that effect, by facsimile transmission to the Director of Multifamily Management and Information Control (with confirmation of the facsimile transmission by (X) telephone call to the Director of Multifamily Management and Information Control, and (Y) concurrently mailed an original certificate to that effect, completed and signed by an officer of the Remarketing Agent, by first-class mail, postage fully prepaid, to the Director of Multifamily Management and Information Control or to such other offices or ▇▇▇▇▇▇▇ Mac employee as ▇▇▇▇▇▇▇ Mac designates by written notice to the Remarketing Agent) or (B) at such time as and to the extent that ▇▇▇▇▇▇▇ Mac, in its discretion, advises the Remarketing Agent in writing that such reinstatement will occur, it being understood that ▇▇▇▇▇▇▇ Mac has no obligation to grant any such reinstatement except as provided in clause

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(A) immediately above.  ▇▇▇▇▇▇▇ Mac may, by notice to the Administrator and Remarketing Agent, change the office or employee to which such notice is to be provided.

(vi)          The Liquidity Facility will terminate on the earlier of (i) the date that the Reset Rate Method for the Class A Certificates is changed to the Term Reset Rate Method for a term interval that ends on the latest maturity date of the Bonds, (ii) the termination of the Series pursuant to Article XIII, (iii) the occurrence of a Tender Option Termination Event with respect to all of the Certificates, (iv) the date on which the Class A Certificates have been redeemed in full or (v) the Credit Enhancement Expiration Date.

Section 6.02         Funds Held by Administrator.  In connection with an exercise of the Tender Option pursuant to Section 6.03, if a Mandatory Tender Event occurs pursuant to Section 6.04, or in connection with an exercise of the Optional Disposition Right pursuant to Section 7.05, the Administrator, on behalf of the Holders of Class A Certificates (other than Affected Certificates and Pledged Class A Certificates), agrees to accept and hold all moneys related to the Purchase Price of such Certificates separate and apart from its other assets, until such funds are to be disbursed in accordance with the terms of the Series Certificate Agreement.

Section 6.03         Exercise of Tender Option.  (a)  Purchase Dates.  Class A Certificates as to which a Weekly Reset Rate Method is in effect are eligible for purchase pursuant to the Tender Option on any Business Day, subject to compliance with the notice and other requirements set forth Section 6.03(b).  Class A Certificates as to which a Monthly Reset Rate Method is in effect are eligible for purchase pursuant to the Tender Option only on the first Business Day of every calendar month.  Class A Certificates as to which a Term Reset Rate Method is in effect are not eligible for purchase pursuant to the Tender Option; such Class A Certificates are subject to mandatory tender on the Mandatory Tender Date following a Mandatory Tender Event, subject to the Holder’s right to retain its Class A Certificate.

(b)           Exercise Notice and Delivery Requirements for Class A Certificates.  In order to exercise the Tender Option with respect to Class A Certificates, a Holder will instruct its DTC Participant to (i) give to the Administrator and the Remarketing Agent, not later than 5:00 p.m. on the fifth Business Day preceding the applicable Purchase Date, a notice of exercise of the Tender Option (an “Exercise Notice”), (ii) deliver not later than 11:00 a.m. on the Purchase Date “free” to the Administrator, by book-entry transfer into the Administrator’s account at DTC, all tendered Certificates, and (iii) advise the Administrator, in writing, of the single account of such DTC Participant into which payment for such Certificates (for all Holders using such DTC Participant) is to be transferred.  Any such Exercise Notice (A) will specify the Initial Certificate Balance and Current Certificate Balance in Authorized Denominations of the Certificates tendered and the Purchase Date on which such Certificates will be purchased, and (B) will be given telephonically, with prompt confirmation by Electronic Notice, to the Administrator at its principal office and to the Remarketing Agent at its principal office.

(c)           Irrevocability of Exercise Notice.  Any exercise of the Tender Option made pursuant to this Section 6.03 will be irrevocable, and from and after the giving of an Exercise Notice to the Administrator or the Remarketing Agent in accordance with Section 6.03(b), the Class A Holder will have no further rights or interests in such Class A Certificates other than the right to receive payment of the Purchase Price, without interest on such Class A Certificates from and after the Purchase Date, as provided in Section 6.06, from moneys held by the Administrator

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for such purpose, upon delivery or deemed delivery of such Certificates to the Administrator in accordance with Section 6.03.

(d)           Failure to Deliver Class A Certificates Following Exercise Notice.  If an Exercise Notice with respect to any Class A Certificate is duly given by any DTC Participant, but the Class A Certificate described in such Exercise Notice is not timely delivered to the Administrator as described in Section 6.03, the Administrator will deem such Class A Certificate to have been delivered, and the Administrator will promptly notify the DTC Participant that the DTC Participant will be required to deliver such Certificate to the Administrator as described in Section 6.03(b).

(e)           Re-Delivery in Event of Failed Exercise.  If the Administrator deems the Tender Option not to have been exercised with respect to any Class A Certificate, or if any Class A Certificates are delivered to the Administrator in connection with an attempted exercise of the Tender Option, but such attempted exercise does not comply with the requirements of subsection (b) above, the Administrator will reject such exercise and use its best efforts to redeliver such Class A Certificates by requesting the transfer of such Certificates “free” on the records of DTC to the Holder’s DTC Participant.

(f)            Tender Advice.  Not later than 5:00 p.m. on the Business Day after it receives an Exercise Notice, the Administrator will give ▇▇▇▇▇▇▇ Mac, the Remarketing Agent and DTC a Tender Advice by Electronic Notice setting forth (i) the Purchase Date, and (ii) the Current Certificate Balance in Authorized Denominations of such Class A Certificates tendered for purchase.

Section 6.04         Mandatory Tender Events.  Class A Certificates (other than Affected Certificates and Pledged Class A Certificates) are subject to Mandatory Tender in accordance with the procedures set forth in Sections 6.05, 6.06, 6.07 and 6.08.  Subject to the right of a Holder of Class A Certificates to retain its Class A Certificates pursuant to Section 6.07, the Class A Certificates (other than Affected Certificates and Pledged Class A Certificates) are subject to Mandatory Tender on the earliest to occur of (a) the Business Day specified by ▇▇▇▇▇▇▇ Mac pursuant to Section 7.03 below with respect to a Liquidity Provider Termination Event, (b) the fifth (5^th) Business Day after the Administrator provides notice to the Holders with respect to a Sponsor Act of Bankruptcy pursuant to Section 7.04, (c) on the Payment Date next preceding the Credit Enhancement Expiration Date, (d) a Term Effective Date (that is not a Reset Rate Method Change Date), (e) a Reset Rate Method Change Date relating to a change (but not a continuation) in the Reset Rate Method from a Weekly Reset Rate Method or Monthly Reset Rate Method to a Monthly Reset Rate Method or a Term Reset Rate Method, (f) a Reset Rate Method Change Date relating to a change (but not a continuation) in the Reset Rate Method from a Term Reset Rate Method or a Monthly Reset Rate Method to a Weekly Reset Rate Method or Monthly Reset Rate Method, (g) the date specified by ▇▇▇▇▇▇▇ Mac as described in Section 7.02(b) below with respect to a Special Adjustment Event and (h) the date specified by ▇▇▇▇▇▇▇ Mac or the Sponsor as described in Section 7.06(b) below with respect to a Clean-Up Event (each, a “Mandatory Tender Date”).  Holders of Affected Certificates and Pledged Class A Certificates have no right to tender such Affected Certificates or Pledged Class A Certificates for purchase by the Administrator at the Purchase Price upon the occurrence of a Mandatory Tender Event.

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Section 6.05         Notice of Mandatory Tender.  (a)  When any Mandatory Tender Event occurs, the Administrator will give to the Registered Holders a Mandatory Tender Notice, as applicable, with one copy to ▇▇▇▇▇▇▇ Mac, the Sponsor and the Remarketing Agent (i) on the Business Day on which such notice is required to be given pursuant to Section 7.03(b) in connection with the occurrence of a Liquidity Provider Termination Event, (ii) on the Business Day on which such notice is required to be given pursuant to Section 7.04 in connection with the occurrence of a Sponsor Act of Bankruptcy, (iii) on the Business Day on which notice is required to be given pursuant to Section 7.07 preceding the Credit Enhancement Expiration Date, (iv) on the Business Day on which such notice is required to be given in connection with a Term Reset Method Notice, a Reset Method Change Notice or a reversion to a Weekly Rate Reset Method, (v) on the Business Day on which such notice is required to be given with respect to a Special Adjustment Date pursuant to Section 7.02(b) and (vi) on the Business Day on which notice is required to be given pursuant to Section 7.06(b) in connection with the occurrence of a Clean-Up Event.  Each Mandatory Tender Notice will set forth (A) the Mandatory Tender Date, (B) a brief statement specifying the applicable Mandatory Tender Event, (C) a statement that the Purchase Price payable to the Holders of Class A Certificates (other than Affected Certificates, Pledged Class A Certificates or Class A Certificates with respect to which the Holders thereof have timely delivered a Retention Notice) pursuant to Section 6.06 will be payable on the Mandatory Tender Date, and that interest payable with respect to such Class A Certificates will cease to accrue from and after such Mandatory Tender Date, (D) in connection with a Terminating Mandatory Tender Date, a statement that Hypothetical Gain Share, if any, will be paid to the Holders of Class A Certificates based upon a valuation of the Bonds, (E) if applicable, a statement that such Class A Holder will have the right to elect to retain such Certificates by delivering a Retention Notice to the Administrator under the circumstances, at the time and in the manner provided in Section 6.07, (F) a statement that even if the Holder of Class A Certificates fails to surrender its Class A Certificate on the Mandatory Tender Date, the Tender Option with respect to such Certificates will terminate on the Mandatory Tender Date, and any Class A Certificates not surrendered on the Mandatory Tender Date will, for all purposes of the Series Certificate Agreement, be deemed to have been surrendered unless the applicable Holder of Class A Certificates has delivered a conforming Retention Notice; and (G) a statement that, notwithstanding such Mandatory Tender Notice, each affected Holder of Class A Certificates will continue to have the right to exercise the Tender Option in accordance with the terms and provisions of the Series Certificate Agreement; provided that, if the Series is terminated as a result of such Mandatory Tender Event, such right will terminate at the last applicable time and date on which an Exercise Notice may be given by or on behalf of such Holder of Class A Certificates in accordance with the terms and provisions of the Series Certificate Agreement.

(b)           Tender Advice.  Not later than 10:00 a.m. on the second Business Day prior to any Mandatory Tender Date, the Administrator will give a Tender Advice by Electronic Notice to DTC, the Remarketing Agent and ▇▇▇▇▇▇▇ Mac setting forth (A) such Mandatory Tender Date, (B) the aggregate Current Certificate Balance of Class A Certificates (or Subclass thereof, as applicable) subject to Mandatory Tender and (C) if applicable, the Authorized Denominations of Class A Certificates with respect to which a conforming Retention Notice has been received by the Administrator.

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Section 6.06         Funding Procedures; Payment of Purchase Price.

(a)           Funding Procedures.  (i) The Purchase Price of any Class A Certificate will be paid as follows if the applicable conditions have been satisfied:

(A)          A Holder of Class A Certificates that has properly exercised its Tender Option will be paid on the Purchase Date designated in the related Exercise Notice.

(B)           A Holder of Class A Certificates subject to Mandatory Tender will be paid on the Mandatory Tender Date designated in the related Mandatory Tender Notice.

(C)           A Holder of Class A Certificates that has properly exercised its Optional Disposition Right will be paid on the Optional Disposition Date.

The Administrator will obtain funds to make such payments on or before the designated date for distribution as provided in Section 6.06(c) from the Person indicated below in the following order of priority:

(1)           (x) with respect to Available Remarketing Class A Certificates as described in Section 6.06(a)(ii) only, the Remarketing Agent will deposit with the Administrator, immediately available funds in an amount equal to the net proceeds from the remarketing of such Class A Certificates up to the amount of such Purchase Price, (y) with respect to Class A Certificates that have been tendered on an Optional Disposition Date but are not to be remarketed pursuant to Section 7.05(c) from the sale of Bonds as specified in Section 7.05(c), or (z) with respect to Class A Certificates subject to Mandatory Tender as a result of a Special Adjustment Event as described in Section 7.02 only, the Pledge Custodian will deposit with the Administrator immediately available funds in the amount of such Purchase Price; and

(2)           with respect to Tendered Class A Certificates, all Class A Certificates subject to Mandatory Tender, or Class A Certificates with respect to which the Holder has exercised the Optional Disposition Right, the Administrator will, subject to the terms and conditions of the Liquidity Facility, demand payment of an amount equal to such Purchase Price (less any amounts received from remarketing proceeds), which will be deposited with the Administrator on behalf of the Holders by ▇▇▇▇▇▇▇ Mac, in immediately available funds.

(ii)           Upon receipt by the Administrator and the Remarketing Agent of (A) an Exercise Notice with respect to Tendered Class A Certificates, (B) notice of a Mandatory Tender Date with respect to a Term Effective Date (that is not a Reset Rate Method Change Date) or a Reset Rate Method Change Date relating to a change (but not a continuation) in the Reset Rate Method, and (C) unless otherwise directed by ▇▇▇▇▇▇▇ Mac, notice that any Holder of Class A Certificates has exercised its Optional Disposition Right (all Certificates being subject to any such notice being referred to as “Available Remarketing Class A Certificates”), the Remarketing Agent will solicit offers for purchases of such Available Remarketing Class A Certificates in accordance with the Remarketing Agreement and the Series Certificate Agreement.

(iii)          Not later than 9:00 a.m. on the Purchase Date, a Mandatory Tender Date or an Optional Disposition Date, as applicable, the Administrator will confirm with the Remarketing

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Agent the Purchase Price of such Available Remarketing Class A Certificates.  Not later than 9:00 a.m. on the Purchase Date,  Mandatory Tender Date or Optional Disposition Date, as applicable, the Remarketing Agent will give to ▇▇▇▇▇▇▇ Mac and the Administrator, a Remarketing Agent Notice by Electronic Notice, promptly confirmed by first class mail.  Such Remarketing Agent Notice will contain (A) a statement that such Available Remarketing Class A Certificates have been fully remarketed, and that the net remarketing proceeds will be deposited with the Administrator by not later than 9:15 a.m. on such Purchase Date, Mandatory Tender Date or Optional Disposition Date, as applicable, or (B) a statement that only a portion of such Available Remarketing Class A Certificates have been remarketed and the remarketing proceeds that were obtained will be deposited with the Administrator by not later than 9:15 a.m. on the Purchase Date, Mandatory Tender Date or Optional Disposition Date, as applicable, or (C) a statement that such Available Remarketing Class A Certificates have not been remarketed by the Remarketing Agent and that no funds will be deposited with the Administrator on the Purchase Date, Mandatory Tender Date or Optional Disposition Date, as applicable.  If such Available Remarketing Class A Certificates have been remarketed and the Remarketing Agent has received the remarketing proceeds, the Remarketing Agent will, not later than 9:15 a.m. on the Purchase Date, Mandatory Tender Date, or Optional Disposition Date, as applicable, deposit with the Administrator, from the remarketing proceeds, immediately available funds in the amount specified in the Remarketing Agent Notice.

(iv)          If ▇▇▇▇▇▇▇ Mac has received a Remarketing Agent Notice from the Remarketing Agent as described in Section 6.06(a)(iii) indicating a failure to remarket any of the Available Remarketing Class A Certificates and requesting payment, ▇▇▇▇▇▇▇ Mac will make a payment in accordance with the conditions set forth in the Liquidity Facility of the Purchase Price of such Available Remarketing Class A Certificates not remarketed (net of any remarketing proceeds that have been received) no later than 2:00 p.m. on the Purchase Date.  Any such Remarketing Agent Notice must be sent to ▇▇▇▇▇▇▇ Mac’s Special Transaction Accounting by facsimile transmission at (▇▇▇) ▇▇▇-▇▇▇▇, immediately confirmed by overnight delivery service (or to such other facsimile number or using such other means of electronic communication as otherwise instructed by ▇▇▇▇▇▇▇ Mac).

(v)           If the Administrator has appointed a Paying Agent, it will be an additional condition precedent to ▇▇▇▇▇▇▇ Mac’s obligations to pay pursuant to the Liquidity Facility that no later than 10:00 a.m. on the Purchase Date, Mandatory Tender Date or Optional Disposition Date, as applicable, the Paying Agent will have provided proper notice by facsimile means to ▇▇▇▇▇▇▇ Mac to the effect that monies held by the Paying Agent for the purpose of paying the Purchase Price of Tendered Class A Certificates are insufficient and that ▇▇▇▇▇▇▇ Mac is required pursuant to the Liquidity Facility to cover such deficit.

(b)           Purchase Price Excesses.  If, as of any time preceding the payment of the Purchase Price of Class A Certificates the sum of the amounts deposited with the Administrator pursuant to Section 6.06(a) exceeds the aggregate Purchase Price of such Class A Certificates (any such excess, a “Purchase Price Excess”), the Administrator will (i) give to the Remarketing Agent and ▇▇▇▇▇▇▇ Mac notice of the amount of such Purchase Price Excess by Electronic Notice, and (ii) pay by wire transfer of immediately available funds unless otherwise requested (A) first, to ▇▇▇▇▇▇▇ Mac, that portion of the Purchase Price Excess funded by ▇▇▇▇▇▇▇ Mac pursuant to the Liquidity Facility and (B) second, to the Remarketing Agent, the balance of such Purchase Price Excess.  Such payments will be made by the Administrator in accordance with

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written instructions for such transfer provided by ▇▇▇▇▇▇▇ Mac.  Concurrently with the receipt by ▇▇▇▇▇▇▇ Mac or the Remarketing Agent, as the case may be, of any payment made pursuant to this Section 6.06(b), such Person will execute and deliver to the Administrator a receipt therefor.

(c)           (i)            Payment of Purchase Price of Tendered Class A Certificates.  Payment of the Purchase Price of any Tendered Class A Certificates will be made by the Administrator at or before 3:00 p.m. to the Class A Holders, upon receipt by the Administrator of such Class A Certificates pursuant to Section 6.03(b), from amounts provided to the Administrator by 2:00 p.m., by wire transfer of immediately available funds to such account as such Holder’s DTC Participant has specified in writing to the Administrator.  If all or a portion of funds for the payment of the Purchase Price of any Tendered Class A Certificates are provided the Administrator after 2:00 p.m. on any Business Day, the Administrator will pay such Purchase Price or portion thereof to the related DTC Participant by not later than 3:00 p.m. on the next succeeding Business Day.

(ii)           Payment of Purchase Price of Certificates Subject to Mandatory Tender or Optional Disposition Right.  Subject to Section 6.07, payment of the Purchase Price of any Class A Certificates subject to Mandatory Tender or the Optional Disposition Right will be made by the Administrator to the Class A Holders, (x) from amounts provided to the Administrator from remarketing proceeds (or in certain cases where Class A Certificates tendered pursuant to the Optional Disposition Right are not to be remarketed, from the other sources specified in Section 7.05(c) hereof), (y) from, in the case of a Mandatory Tender related to a Special Adjustment Event, the Pledge Custodian, or (z) in each case, from the Liquidity Facility, as applicable, pursuant to Section 6.01(b) or 6.06(a), only upon presentation and surrender of the Class A Certificates by the Class A Holder, on the Mandatory Tender Date or Optional Disposition Date, as applicable, at the principal office of the Administrator.  Such payment will be made by the Administrator at or before 3:00 p.m. to the Class A Holder from amounts provided to the Administrator by 2:00 p.m. on any Business Day for such purpose pursuant to Section 6.06(a), by payment to the Class A Holder by wire transfer of immediately available funds to such account as such Holder’s DTC Participant specifies in writing to the Administrator.  If all or a portion of the funds for payment of the Purchase Price of a Class A Certificate that is subject to Mandatory Tender or the Optional Disposition Right are provided to the Administrator after 2:00 p.m. on any Business Day, the Administrator will pay such Purchase Price or portion thereof to the related DTC Participant by not later than 3:00 p.m. on the next succeeding Business Day.

(iii)          Failure to Pay Purchase Price.  If payment of the Purchase Price is not made as described in Section 6.06(c)(i) or (ii), as applicable, on any Purchase Date for Class A Certificates for which the Tender Option has been exercised, any Mandatory Tender Date or the Optional Disposition Date for Class A Certificates for which the Optional Disposition Right has been exercised because of a failure by the Liquidity Provider to comply with the terms of the Liquidity Facility (a “Liquidity Failure”), then, unless such failure is cured on or before the third Business Day after such date, each Class A Holder will be required to exchange its Class A Certificates for its pro rata share of the Bonds or sales proceeds thereof in accordance with Section 13.04 on the related Exchange Date.  The Administrator will immediately notify the Sponsor upon the occurrence of a Liquidity Failure, and the Sponsor will advise the Administrator of the related Exchange Date.  The Administrator will notify the Registered Holders, each applicable Rating Agency and the Remarketing Agent within one Business Day

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after the occurrence of a Liquidity Failure.  Any distribution made in connection with such a Liquidity Failure is in no way intended to, and will not, negate or waive any rights of the Holders of Class A Certificates or the Administrator on their behalf, to take any action against, or to pursue any other remedy available to them under the Series Certificate Agreement, under any other document related to the Series Certificate Agreement, at law, in equity or otherwise against ▇▇▇▇▇▇▇ Mac, with respect to any failure by ▇▇▇▇▇▇▇ Mac to pay the Purchase Price for Class A Certificates when required to do so and such failure is not cured on or before the third Business Day after the related Mandatory Tender Date or Purchase Date.

(d)           Disposition of Tendered Class A Certificates and Class A Certificates Subject to Mandatory Tender.  (i)  Concurrently with the payment of the Purchase Price for Available Remarketing Class A Certificates on any Purchase Date, Mandatory Tender Date or Optional Disposition Date (or the payment of the Purchase Price for Class A Certificates subject to Mandatory Tender as a result of a Special Adjustment Event), the Administrator will (A) to the extent that the Remarketing Agent deposited with the Administrator remarketing proceeds in the amount of such Purchase Price pursuant to Section 6.06(a)(i), deliver to the Remarketing Agent (for redelivery to the purchasers of such Class A Certificates) the Class A Certificates with respect to which the Remarketing Agent deposited with the Administrator the Purchase Price and (B) to the extent ▇▇▇▇▇▇▇ Mac pursuant to the Liquidity Facility deposited with the Administrator the amount of any Purchase Price with respect to any such Class A Certificates, deliver such Class A Certificates to the Pledge Custodian for the benefit of ▇▇▇▇▇▇▇ Mac, or in the case of Class A Certificates subject to Mandatory Tender related to a Special Adjustment Event, to the extent the Pledge Custodian deposited with the Administrator, the amount of any Purchase Price with respect to any such Class A Certificates corresponding to any principal payment and liquidation proceeds received with respect to a related Series Pool in accordance with Section 7.02 hereof, deliver such Class A Certificates to the Pledge Custodian, for the benefit of ▇▇▇▇▇▇▇ Mac.  In the case of a delivery described by clause (A) above, the Administrator will deliver such Class A Certificates to the Remarketing Agent registered in such name and to such address as the Remarketing Agent directs in writing.  In the case of a delivery described by clause (B) above, the Administrator will deliver such Class A Certificates to the Pledge Custodian registered in such name, and to such address, as ▇▇▇▇▇▇▇ Mac directs in writing, and the Administrator and the Certificate Registrar will note the pledge of such Class A Certificates to the Pledge Custodian on behalf of ▇▇▇▇▇▇▇ Mac on the books and records of the Administrator and the Certificate Registrar, and the Administrator will send confirmation of such delivery to ▇▇▇▇▇▇▇ Mac.  Any Class A Certificates delivered to the Pledge Custodian as described in the preceding sentence will be Pledged Class A Certificates subject to Section 4.06.  Following such registration, ▇▇▇▇▇▇▇ Mac will be entitled to receive payments on the Pledged Class A Certificates in accordance with its interest.

(ii)           If any Class A Certificate that is subject to Mandatory Tender is not surrendered by the Holder of such Certificate on a Mandatory Tender Date (except for a Class A Certificate which the respective Holder has elected to retain as provided in Section 6.07), such Class A Certificate will be deemed surrendered for all purposes under the Series Certificate Agreement.  After the Mandatory Tender Date, except to the extent of the portion, if any, of the Current Class A Certificate Balance of such Class A Certificates that is not subject to Mandatory Tender on such Mandatory Tender Date, the Class A Holder will have no further rights with respect to such Class A Certificates except the right to receive payment of the Purchase Price, without interest from or after the Mandatory Tender Date, and its portion of the Hypothetical Gain Share, if any,

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pursuant to Section 13.03 upon the presentation and surrender of such Class A Certificate at the Delivery Office of the Administrator.

(e)           Reductions of the Aggregate Outstanding Amounts.  The Aggregate Outstanding Class A Certificate Balance will be reduced by the aggregate Current Certificate Balance of such Class A Certificates subject to Mandatory Tender that are canceled.

(f)            No Investment.  Any amounts received pursuant to the Liquidity Facility or as remarketing proceeds will be held uninvested.

(g)           Substitution of Procedure Times.  Any times specified in Sections 6.03 and 6.06 may be modified pursuant to (i) a Series Certificate Agreement applicable to any Series of Certificates or (ii) written agreement executed by ▇▇▇▇▇▇▇ Mac, the Administrator and the Remarketing Agent, provided notice of any such agreement is provided to the Registered Holders of Certificates.

Section 6.07         Right of Holder to Elect to Retain Class A Certificates Upon the Occurrence of Certain Mandatory Tender Events.  (a)  If the Class A Certificates are subject to Mandatory Tender in connection with (a) a Term Effective Date (that is not a Reset Rate Method Change Date), (b) a Reset Rate Method Change Date relating to a change (but not a continuation) in the Reset Rate Method from a Weekly Reset Rate Method or a Monthly Reset Rate Method to a Monthly Reset Rate Method or a Term Reset Rate Method, or (c) a Reset Rate Method Change Date relating to a change (but not a continuation) in the Reset Rate Method from a Term Reset Rate Method or a Monthly Reset Rate Method to a Weekly Reset Rate Method or Monthly Reset Rate Method, the Class A Certificates owned by each Holder that exercised its right to elect to retain such Class A Certificates in accordance with the requirements of subsection (b) below will not be subject to Mandatory Tender.

(b)           In order to elect to retain such Holder must deliver (or cause its DTC Participant to deliver, as required) to the principal office of the Administrator, a Retention Notice by no later than 12:00 noon on the third Business Day prior to the Mandatory Tender Date.  The Administrator will give a copy of each Retention Notice received by it to the Remarketing Agent and ▇▇▇▇▇▇▇ Mac, by Electronic Notice, promptly confirmed in writing by mailing a copy thereof, not later than the Business Day following the Business Day on which the Administrator receives such notice.  Upon receipt by the Administrator of a Retention Notice, the related Class A Certificates will no longer be subject to the applicable Mandatory Tender.

Section 6.08         Sole Sources of Payment of Purchase Price.  The sole sources of payment of the Purchase Price of any Tendered Class A Certificates, Class A Certificates subject to Mandatory Tender, and Class A Certificates with respect to which the Holders thereof have exercised the Optional Disposition Right will be (a) proceeds from the remarketing of Available Remarketing Class A Certificates, to the extent available (or in certain cases where Class A Certificates tendered pursuant to the Optional Disposition Right are not to be remarketed, from the other sources specified in Section 7.05(c) hereof), (b) with respect to Class A Certificates subject to Mandatory Tender as a result of a Special Adjustment Event as described in Section 7.02 only, the Pledge Custodian, and (c) amounts received under the Liquidity Facility, as further described in Section 6.06(a)(1) and (2).

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ARTICLE VII

TENDER OPTION TERMINATION EVENTS AND CERTAIN MANDATORY TENDER
EVENTS; OPTIONAL DISPOSITION RIGHT

Section 7.01         Tender Option Termination Events.  (a)  Without notice, on or prior to any Purchase Date, Mandatory Tender Date, or Optional Disposition Date, upon the occurrence of any of the following events (each a “Tender Option Termination Event”), the Tender Option will be terminated as provided below:

(i)            if ▇▇▇▇▇▇▇ Mac fails to pay under the Credit Enhancement set forth in Section 4.11 and such failure continues for a period of three (3) Business Days; or

(ii)           upon the entry of any decree or judgment by a court of competent jurisdiction or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action is deemed final under applicable procedural law, and which has the effect of a determination that the interest on any of the Bonds is includable in the gross income of the recipients thereof for federal income tax purposes.

When the Administrator has Knowledge of a Tender Option Termination Event it will promptly give the Remarketing Agent a Tender Option Termination Notice with respect thereto by Electronic Notice, promptly confirmed by mailing a copy thereof.  The Tender Option Termination Notice will set forth (1) a description of the Tender Option Termination Event that has occurred and a description of the Affected Bonds, (2) the date when such Tender Option Termination Event occurred, (3) a schedule, prepared by ▇▇▇▇▇▇▇ Mac, of the Bonds, if any, that will remain after the complete or partial liquidation of the Series Pool and required distributions have been effected on the related Exchange Date, and (4) a schedule, prepared by ▇▇▇▇▇▇▇ Mac, of the amounts of Class A Certificates and Class B Certificates, and of the Liquidity Commitment, that will remain after the complete or partial liquidation of the Series Pool and after all required distributions have been effected on the related Exchange Date.

Not later than one Business Day following its delivery of a Tender Option Termination Notice to the Remarketing Agent, the Administrator will give the Registered Holders, the Sponsor and each applicable Rating Agency a copy of such Tender Option Termination Notice; provided, however, that the Administrator will have no duty or obligation to ascertain whether any Tender Option Termination Event described therein occurred; and provided further, that neither the failure to give notice of any Tender Option Termination Event to the Administrator, the failure of the Administrator to give such notice to any Registered Holder, nor the failure of any Holder to receive such notice, will delay or affect in any manner the termination of the right of Class A Holders to exercise the Tender Option with respect to any Affected Certificate.

When a Tender Option Termination Event occurs, the Series Pool Assets will be subject to complete or partial liquidation on the related Exchange Date in accordance with Section 13.04.

Section 7.02         Special Adjustment Event.  (a) Subject to Section 8.8 of the Reimbursement Agreement, ▇▇▇▇▇▇▇ Mac will have the right to cause a Mandatory Tender in part of the Class A Certificates upon the Pledge Custodian’s receipt of any principal paid with respect

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to any “Class B Certificates” of another designated Series with respect to such Certificates and liquidation proceeds of such designated Series received upon termination thereof; provided that in such event, the aggregate Current Certificate Balance of Class A Certificates subject to Mandatory Tender will equal such amount of principal and liquidation proceeds received by the Pledge Custodian as of the tenth Business Day of the month (rounded down to the nearest $5,000 increment) which, at the direction of ▇▇▇▇▇▇▇ Mac, is to be remitted to the Administrator on or before the related Mandatory Tender Date.  The Series Certificate Agreement will designate the other series pool that will result in a Special Adjustment Event.

(b)           When any Special Adjustment Event occurs with respect to which ▇▇▇▇▇▇▇ Mac exercises its right to cause a Mandatory Tender, ▇▇▇▇▇▇▇ Mac will give a Special Adjustment Event Notice to the Administrator, each applicable Rating Agency, and the Remarketing Agent by Electronic Notice, promptly confirmed by mailing a copy thereof.  The Special Adjustment Event Notice will set forth (i) a brief statement describing the Special Adjustment Event, (ii) the aggregate Current Certificate Balance of Class A Certificates to be Selected by Lot which will be subject to Mandatory Tender, and (iii) the Special Adjustment Date specified by ▇▇▇▇▇▇▇ Mac on which Class A Certificates so Selected by Lot will be subject to Mandatory Tender, which date may not be earlier than five (5) nor later than ten (10) Business Days after that the Administrator provides notice to the Holders as described in the following sentence.  Not later than 5:00 p.m. on the second Business Day following the date on which a Special Adjustment Event Notice is received by the Administrator, the Administrator will give to Registered Holders Selected by Lot a Mandatory Tender Notice.  Any Special Adjustment Event Notice executed by ▇▇▇▇▇▇▇ Mac under the Series Certificate Agreement will become irrevocable when the related Mandatory Tender Notice is given by the Administrator to the Registered Holders Selected by Lot.  Pledged Class A Certificates existing at the time of such Mandatory Tender will not be subject to Mandatory Tender as a result of the Special Adjustment Event.

(c)           If a Special Adjustment Event arises from the termination of another Series as provided above, no later than 3:00 p.m. on such Mandatory Tender Date, the Administrator will, with the monies provided by the Pledge Custodian to the Administrator, purchase an equal aggregate Current Certificate Balance of Class A Certificates tendered on the related Mandatory Tender Date for the account of each related holder of Class B Certificates of the other Series (an “Exchanging Holder”).

(d)           Class A Certificates that are purchased on a Mandatory Tender Date in connection with a Special Adjustment Event will be deemed Pledged Class A Certificates, will be delivered to the Pledge Custodian to be held pursuant to the Reimbursement Agreement and will not be subject to any subsequent remarketing.

(e)           No Hypothetical Gain Share will be payable in connection with any Mandatory Tender arising as the result of a Special Adjustment Event.

Section 7.03         Liquidity Provider Termination Event.  When any Liquidity Provider Termination Event occurs with respect to which ▇▇▇▇▇▇▇ Mac exercises its right to cause a Mandatory Tender, ▇▇▇▇▇▇▇ Mac will give a Liquidity Provider Termination Notice to the Administrator, the Remarketing Agent, the Sponsor and each applicable Rating Agency by Electronic Notice, promptly confirmed by first class mail, which notice will set forth (i) a brief statement describing the Liquidity Provider Termination Event giving rise to such termination,

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and (ii) the Mandatory Tender Date specified by ▇▇▇▇▇▇▇ Mac on which the Class A Certificates will be subject to Mandatory Tender, which date will be no earlier than five (5), nor later than ten (10), Business Days after the Administrator provides notice to the Holders, as described in the following sentence.  Not later than 5:00 p.m. on the second Business Day following the date on which a Liquidity Provider Termination Notice is received by the Administrator, the Administrator will give to the Registered Holders a Mandatory Tender Notice.  Any Liquidity Provider Termination Notice executed by ▇▇▇▇▇▇▇ Mac under the Series Certificate Agreement will become irrevocable when the related Mandatory Tender Notice is given by the Administrator to the Registered Holders.

Section 7.04         Sponsor Act of Bankruptcy.  (a)  If the Partnership Factors apply to the Series Pool, the Class A Certificates are subject to Mandatory Tender upon the occurrence of a Sponsor Act of Bankruptcy, in accordance with the following provisions.  If the Series Certificate Agreement provides that the Partnership Factors will apply, then when a Sponsor Act of Bankruptcy occurs (i) ▇▇▇▇▇▇▇ Mac will promptly give a Notice of Sponsor Bankruptcy to the Administrator, the Remarketing Agent and each applicable Rating Agency, promptly confirmed by first class mail, which Notice of Sponsor Bankruptcy will set forth (A) a statement that the Administrator has received notice that a Sponsor Act of Bankruptcy has occurred, and (B) the Mandatory Tender Date on which the Class A Certificates will be subject to Mandatory Tender, which date will be the fifth Business Day after the Administrator provides notice to the Registered Holders as described in the following sentence.  Not later than 5:00 p.m. on the second Business Day following the date on which the Administrator provides the Notice of Sponsor Bankruptcy, the Administrator will give to the Registered Holders a Mandatory Tender Notice, as required by Section 6.05 of the Standard Terms.

(b)           If the Series Certificate Agreement does not provide that the Partnership Factors will apply, this Section 7.04 will not apply to the Series Pool.

Section 7.05         Optional Disposition Date.  (a)  The Class A Certificates (other than any Class A Certificates held by any Sponsor Party) may be tendered at a price equal to the Optional Disposition Price on any Optional Disposition Date, in accordance with the following provisions.  On any Optional Disposition Date, any Holder of Class A Certificates (other than Affected Certificates or Pledged Class A Certificates), which has held such Class A Certificates for at least one year, may tender any of its Class A Certificates for a price equal to the Optional Disposition Price.  To tender its Class A Certificates, the Holder must submit a notice to the Administrator and its DTC Participant at least five (5) Business Days before the related Optional Disposition Date stating that such Holder is the Holder of a specified Current Certificate Balance of Class A Certificates, that it is exercising its right to tender such Class A Certificates in exchange for the Optional Disposition Price and its identity.  Within one Business Day after it receives an optional disposition notice, the Administrator will notify the Remarketing Agent and ▇▇▇▇▇▇▇ Mac of its receipt.  Unless otherwise directed by ▇▇▇▇▇▇▇ Mac, with the prior consent of the Sponsor (provided such consent shall not be required if a Liquidity Provider Termination Event has occurred and is continuing), the Remarketing Agent will attempt to remarket all Class A Certificates tendered pursuant to the Optional Disposition Right, for settlement on the related Optional Disposition Date.

(b)           On any Business Day not earlier than 10 Business Days before an Optional Disposition Date, any Holder of Class A Certificates may request a valuation of the Bonds from

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the Remarketing Agent.  The Remarketing Agent will then determine such valuation for such Business Day in the manner specified in the definition of “Hypothetical Gain Share”.  Such valuation will be provided to any such Holder solely for informational purposes and will be non-binding on any Person.

On the Optional Disposition Date, the Class A Certificates tendered pursuant to the Optional Disposition Right will be surrendered by the related Holders to the Administrator.  Such Holders of Class A Certificates will be paid the Optional Disposition Price for such Class A Certificates consisting of the Purchase Price of such Certificates and the related Hypothetical Gain Share.  To the extent that (x) either (i) such Optional Disposition Date is also a Reset Date and the tendered Class A Certificates are to be remarketed on such Reset Date or (ii) the Holders of the Class B Certificates commit to purchase such tendered Class A Certificates for the Purchase Price thereof and have deposited the amount of such Purchase Price with the Administrator prior to such Optional Disposition Date (but only if the Administrator has received a letter from each applicable Rating Agency confirming that such remarketing to Holders of Class B Certificates would not adversely affect the rating with respect to the Class A Certificates, and if such letter is not received, then no such remarketing to Holders of Class B Certificates shall be permitted) and (y) the Holders of Class B Certificates have provided the Administrator with the amount of any Hypothetical Gain Share payable to such tendering Holder prior to such Optional Disposition Date, then the Purchase Price will be paid in accordance with Section 6.06 of the Standard Terms (treating any payment by the Holder of Class B Certificates pursuant to clause (x)(ii) above as remarketing proceeds), and the Hypothetical Gain Share, as calculated by ▇▇▇▇▇▇▇ Mac, will be paid from amounts so provided to the Administrator by the Holders of Class B Certificates.  In all other cases, the Purchase Price shall be paid (i) from proceeds of the sale of Bonds selected by ▇▇▇▇▇▇▇ Mac (after consultation with the Sponsor, but if no agreement is reached between ▇▇▇▇▇▇▇ Mac and the Sponsor, then such Bonds as selected by ▇▇▇▇▇▇▇ Mac), in an aggregate principal amount not exceeding the aggregate Current Certificate Balance of the Class A Certificates tendered pursuant to the Optional Disposition Right or (ii) in the event and to the extent proceeds of such sale are not received in sufficient amounts or on a timely basis to pay the Purchase Price, from amounts advanced under the Liquidity Facility under Section 6.01(b) (any such advances to be reimbursed (together with interest thereon) from amounts received upon completion of any such sale).  In connection with any sale of Bonds pursuant to the preceding sentence, Hypothetical Gain Share payable to such tendering Certificateholders shall also be paid from such proceeds, and the Bonds sold shall be selected to permit payment of such Purchase Price and such Hypothetical Gain Share.  In the event of such sale of Bonds to fund the Purchase Price of tendered Class A Certificates, the Class A Certificates paid as a result shall be cancelled.

However, in no event may a Holder of Class A Certificates exercise its Optional Disposition Right unless the Hypothetical Gain Share is greater than zero. If the Hypothetical Gain Share is not greater than zero, the Optional Disposition Date for which the Optional Disposition Right has been exercised will be cancelled, and any Class A Certificates delivered to the Administrator pursuant to the preceding paragraph will be returned to the Holders thereof.

Section 7.06         Clean-Up Event.  (a)  Each of ▇▇▇▇▇▇▇ Mac and the Sponsor has the right to cause a Mandatory Tender of the Class A Certificates at any time after the Aggregate Outstanding Bond Balance is not more than 5% of the Aggregate Outstanding Bond Balance on the Date of Original Issue (a “Clean-Up Event”) in accordance with the following provisions.

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(b)           When a Clean-Up Event occurs with respect to which ▇▇▇▇▇▇▇ Mac or Sponsor exercises its right to cause a Mandatory Tender, such party will provide written notice of such exercise to the other party and to the Administrator.  Promptly following receipt of such notice, the Administrator will give a Clean-Up Notice to the Remarketing Agent and each applicable Rating Agency by Electronic Notice, promptly confirmed by first class mail, which Clean-Up Notice will set forth (i) a brief statement describing the Clean-Up Event, and (ii) the Mandatory Tender Date specified by ▇▇▇▇▇▇▇ Mac or the Sponsor, as applicable, on which the Class A Certificates will be subject to Mandatory Tender, which date will be not earlier than five (5), nor later than ten (10), Business Days after the Administrator provides notice to the Holders as described in the following sentence.  Not later than 5:00 p.m. on the second Business Day following its receipt of a Clean-Up Notice, the Administrator will give to the Registered Holders a Mandatory Tender Notice.

Section 7.07         Credit Enhancement Expiration Date.  All of the Class A Certificates shall be subject to Mandatory Tender on the Payment Date next preceding the Credit Enhancement Expiration Date.  The Administrator shall provide a Mandatory Tender Notice to the Registered Holders with respect to such Mandatory Tender Date not later than the tenth (10^th) Business Day preceding such Mandatory Tender Date.

ARTICLE VIII

THE REMARKETING AGENT

Section 8.01         Duties of the Remarketing Agent.  The Remarketing Agent will undertake to perform the duties, and only those duties, as are specifically set forth in the Series Certificate Agreement and in the Remarketing Agreement.

Section 8.02         Resignation or Removal of the Remarketing Agent.  (a)  Upon the giving of 30 days’ written notice to the Sponsor, ▇▇▇▇▇▇▇ Mac and the Administrator, the Remarketing Agent may resign as Remarketing Agent and be discharged from its duties to be performed under the Series Certificate Agreement and the Remarketing Agreement.  Upon receiving any such notice of resignation, ▇▇▇▇▇▇▇ Mac will promptly appoint in writing a successor Remarketing Agent with the prior written consent of the Sponsor.

(b)           The Remarketing Agent may be removed, without cause, upon 10 days’ written notice from the Administrator in accordance with the terms of the Remarketing Agreement.  Upon any such removal of the Remarketing Agent, ▇▇▇▇▇▇▇ Mac will promptly appoint in writing a successor Remarketing Agent with the prior written consent of the Sponsor.

(c)           Any removal or resignation of the Remarketing Agent, and any appointment of a successor Remarketing Agent pursuant to any of the provisions of this Section 8.02, will not become effective until the successor Remarketing Agent has accepted its appointment as provided in Section 8.03.

(d)           Any other provision of this Section notwithstanding, if the Remarketing Agent position has become vacant and remains vacant 15 days prior to any required remarketing, the Administrator may appoint a temporary Remarketing Agent for the purpose of handling such remarketing.

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Section 8.03         Successor Remarketing Agent.  (a)  Any successor Remarketing Agent appointed as provided in Section 8.02 will execute, acknowledge and deliver to the Administrator, and to its predecessor Remarketing Agent, an instrument accepting such appointment under the Series Certificate Agreement and the Remarketing Agreement, and when accepted, such successor Remarketing Agent, without any further act, will become fully vested as Remarketing Agent as if originally named.  The predecessor Remarketing Agent will deliver to the successor Remarketing Agent all documents held by it under the Series Certificate Agreement, and the Administrator and the predecessor Remarketing Agent will execute and deliver such instruments, and do such other things, as may reasonably be required to confirm the new appointment.

(b)           Upon the Administrator’s receipt of an acceptance notice pursuant to Section 8.03(a), the Administrator will provide notice of the appointment of the successor Remarketing Agent to the Registered Holders and the Sponsor not later than two Business Days later.

Section 8.04         Merger or Consolidation of the Remarketing Agent.  If the Remarketing Agent merges or consolidates with another Person, the resulting entity will be the successor to the Remarketing Agent, without the need to execute or file any paper, or take any further action.  The Remarketing Agent will provide notice of any such merger or consolidation to ▇▇▇▇▇▇▇ Mac and the Administrator.

Section 8.05         Notices by Remarketing Agent.  The Remarketing Agent will agree to provide to beneficial owners of Class A Certificates copies of all notices that are to be provided to Holders of Class A Certificates upon its receipt of a written request from such beneficial owner(s) setting forth the address that such notices are to be sent, together with evidence of its beneficial ownership in a form reasonably satisfactory to the Remarketing Agent.

ARTICLE IX

EVENTS OF DEFAULT AND RIGHTS AND REMEDIES OF HOLDERS

Section 9.01         Event of Default.  “Event of Default”, wherever used in the Series Certificate Agreement, means any one of the following events:

(a)           The Administrator defaults in the payment to Holders of the applicable Certificate Payment Amount, or ▇▇▇▇▇▇▇ Mac defaults in the payment of any amount pursuant to the Credit Enhancement or the Liquidity Facility, when the same is due and payable as provided in the Series Certificate Agreement, and such default continues for a period of three Business Days; or

(b)           ▇▇▇▇▇▇▇ Mac or the Administrator fails to observe or perform any other of its covenants set forth in the Series Certificate Agreement, and such failure continues for a period of 60 days after the date on which written notice of such failure, requiring ▇▇▇▇▇▇▇ Mac or the Administrator to remedy the same, has been given to ▇▇▇▇▇▇▇ Mac or the Administrator, as appropriate, by the Holders representing not less than 60% of the Current Class A Certificate Balance (other than ▇▇▇▇▇▇▇ Mac) or the Current Class B Certificate Balance, as applicable.

Section 9.02         Remedies.  (a)  If an Event of Default occurs and continues, then the Holders (other than ▇▇▇▇▇▇▇ Mac) representing a majority of the then Current Certificate Balance of any affected Class of Certificates may, by written notice to ▇▇▇▇▇▇▇ Mac, remove the

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Administrator and nominate a successor Administrator under the Series Certificate Agreement, which nominee will be deemed appointed as successor Administrator unless within 10 days after such nomination ▇▇▇▇▇▇▇ Mac objects, in which case ▇▇▇▇▇▇▇ Mac may petition any court of competent jurisdiction for the appointment of a successor Administrator, or any Holder (other than ▇▇▇▇▇▇▇ Mac), which has been a bona fide Holder of any affected Class for at least six months may, on behalf of such Holder and all others similarly situated, petition any such court for appointment of a successor Administrator.  Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Administrator.

(b)           Upon the appointment of any successor Administrator pursuant to this Section 9.02, the retiring Administrator will submit to its successor a complete written report and accounting as to the Certificates and will take all other steps necessary or desirable to transfer its interest in, and the administration of, the Series Certificate Agreement to the successor.  Subject to the ▇▇▇▇▇▇▇ Mac Act, such successor may take such actions with respect to the Series Certificate Agreement as may be reasonable and appropriate in the circumstances.  Prior to any such designation of a successor Administrator, the Holders (other than ▇▇▇▇▇▇▇ Mac) representing a majority of the Current Certificate Balance of Certificates of any affected Class then Outstanding may waive any past default or Event of Default.  The appointment of a successor Administrator will not relieve ▇▇▇▇▇▇▇ Mac of its Credit Enhancement obligation as set forth in Section 4.11 or its Liquidity Facility obligations set forth in Section 6.01.

Section 9.03         Waiver of Past Defaults.  Except to the extent otherwise provided, the Holders (other than ▇▇▇▇▇▇▇ Mac) of Certificates representing a majority of the then Current Certificate Balance may waive any past default, Event of Default or breach of a covenant under the Series Certificate Agreement and its consequences.  In the case of any such waiver, ▇▇▇▇▇▇▇ Mac, the Administrator and the Holders of the Certificates will be restored to their former positions and rights, respectively, but no such waiver will extend to any subsequent or other default, Event of Default or breach of a covenant under the Series Certificate Agreement or impair any right related to a subsequent or unwaived breach.  When any default, Event of Default or breach of a covenant is waived, such default, Event of Default or breach will cease to exist and will be deemed cured and not to have occurred for every purpose of the Series Certificate Agreement.

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ARTICLE X

THE ADMINISTRATOR; HOLDERS’ LISTS AND REPORTS;
BONDHOLDER REPRESENTATIVE

Section 10.01       Certain Duties and Responsibilities.  (a) (i)  The Administrator agrees to perform only such duties as are specifically set forth in the Series Certificate Agreement, and no implied covenants or obligations will be read into the Series Certificate Agreement against the Administrator.  If ▇▇▇▇▇▇▇ Mac is Administrator, it will hold or administer, or supervise the administration of, the Series Pool in a manner consistent with and to the extent required by prudence and in substantially the same manner as it holds and administers assets of the same or similar type for its own account.

(ii)           The Administrator is not authorized to, and agrees that it will not, engage in activities with respect to the Series Pool that are not required by the Series Certificate Agreement.

(iii)          In the absence of gross negligence or willful misconduct on its part, the Administrator may conclusively rely upon certificates or opinions furnished to the Administrator and conforming to the requirements of the Series Certificate Agreement; provided, that, as to the truth of the statements and the correctness of the opinions expressed therein in the case of any such certificates or opinions which by any provision of the Series Certificate Agreement are specifically required to be furnished to the Administrator, the Administrator will be under a duty to examine those opinions or certificates to determine whether or not they conform to the requirements of the Series Certificate Agreement.

(b)           No provision of the Series Certificate Agreement will be construed to relieve the Administrator from liability for its own grossly negligent action or its own grossly negligent failure to act, or its own willful misconduct, except that:

(i)            the Administrator will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Administrator was grossly negligent in ascertaining the pertinent facts; and

(ii)           the Administrator will not be liable with respect to any action taken or omitted by it upon the direction of the required percentage of the Holders affected (such percentage will not include those Certificates, if any, that are to be disregarded in accordance with the definition of the term “Outstanding”) relating to the time, method and place of conducting any Proceeding for any remedy available to the Administrator, or relating to the exercise of any power conferred upon the Administrator under the Series Certificate Agreement with respect to the Certificates.

(c)           No provision of the Series Certificate Agreement will require the Administrator to expend or risk its own funds, or otherwise to incur any financial liability in the performance of any of its duties under the Series Certificate Agreement, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of such funds, or adequate indemnity against such risk or liability, is not reasonably assured to it.  However, the Administrator agrees to perform and continue performing fully its duties under any other

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provision of the Series Certificate Agreement even following any Person’s failure to perform any repayment or indemnity obligation owed to the Administrator by such Person as described in this Section 10.01(c); but such performance will not be deemed a waiver of the Administrator’s right to repayment or indemnity.

(d)           The permissive right of the Administrator to take actions enumerated in the Series Certificate Agreement will not be construed as a duty, and the Administrator will not be answerable for other than its own gross negligence or willful misconduct.

(e)           In no event will the Administrator be liable for acts or omissions of its agents, designees, subcustodians or correspondents, other than its failure to appoint them without gross negligence or willful misconduct.

(f)            In no event will the Administrator be liable for special, consequential or punitive damages.

Section 10.02       Notice of Non-Monetary Default.  The Administrator will transmit notice of the occurrence of any Non-Monetary Default known to the Administrator, (a) by Electronic Notice to ▇▇▇▇▇▇▇ Mac, the Sponsor, the Remarketing Agent and each applicable Rating Agency promptly upon the Administrator’s Knowledge of such Non-Monetary Default and, in any event, within one Business Day after such Non-Monetary Default has become known to the Administrator, and (b) by first class mail to all Holders of Certificates, as their names and addresses appear in the Certificate Register, within five Business Days after the Administrator’s Knowledge of such Non-Monetary Default.

Section 10.03       Certain Rights of the Administrator.  Except as otherwise provided in Section 10.01:

(a)           the Administrator may rely, and will be protected in acting or refraining from acting, (i) upon any document or facsimile transmission believed by it to be genuine and to have been signed or presented by the proper party or parties, or (ii) following consultation, upon any advice of counsel;

(b)           the Administrator will be under no obligation to exercise any of the rights or powers vested in it by the Series Certificate Agreement (other than with respect to the Administrator’s obligation to make demands on the Liquidity Facility or the Credit Enhancement at the request or direction of any of the Holders of Class A Certificates pursuant to the Series Certificate Agreement), unless such Holders of Class A Certificates have offered to the Administrator reasonable security or reasonable indemnity against the costs, expenses and liabilities which might be incurred by it in comply with such request or direction;

(c)           the Administrator will not be liable for any action that it takes or omits to take in good faith and, in the absence of gross negligence or willful misconduct, that it believes to be authorized or within its rights or powers.

(d)           ▇▇▇▇▇▇▇ Mac, as Administrator, will have the right to engage subcontractors for the performance of any of its duties as Administrator under the Series Certificate Agreement.

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Section 10.04       Parties that May Hold Certificates.  The Administrator, any Paying Agent, Certificate Registrar or any other agent of ▇▇▇▇▇▇▇ Mac, in its individual or any other capacity, may become the owner or pledgee of Class A Certificates with the same rights as it would have if it were not the Administrator, Paying Agent, Certificate Registrar or such other agent.

Section 10.05       Information Regarding Holders.  For purposes of taking or recognizing any direction from the Holders of a given percentage of the Current Certificate Balance of any Class or Subclass, as applicable, of Certificates, the Administrator may conclusively rely (i) in the case of the Class A Certificates, on written information received from DTC or its nominee while the Class A Certificates are held in book-entry only form through the facilities of DTC, and (ii) in the case of Class B Certificates, on a written certification received from the Sponsor.

Section 10.06       Corporate Administrator Required; Eligibility.  The Administrator, if other than ▇▇▇▇▇▇▇ Mac, must have the following qualifications.  It (i) will be either (1) a bank or trust company organized, in good standing and doing business under the laws of the State of New York or (2) a national banking association organized, in good standing and doing business under the laws of the United States of America with its principal place of business located in the State of New York, in either case, reasonably acceptable to ▇▇▇▇▇▇▇ Mac, (ii) will be authorized under such laws to exercise corporate trust powers, (iii) will have a combined capital and surplus of at least $50,000,000, (iv) will be subject to supervision or examination by Federal or State banking authority, (v) will be a member of the Federal Reserve System and (vi) will not be or be affiliated (within the meaning of Rule 405 under the Securities Act) with any of ▇▇▇▇▇▇▇ Mac, the Remarketing Agent, any Class B Holder, or with an Affiliate of any of the foregoing.  If such Administrator publishes reports of conditions at least annually, pursuant to law or the requirements of such supervising or examining authority, then for the purposes of this paragraph, the combined capital and surplus of such Administrator will be deemed to be its combined capital and surplus as set forth in its most recently published report of condition.  If at any time the Administrator ceases to be eligible in accordance with the provisions of this Section 10.06, it will resign immediately in the manner and with the effect specified in Article X.

Section 10.07       Resignation.  (a)  ▇▇▇▇▇▇▇ Mac may resign from the duties imposed upon ▇▇▇▇▇▇▇ Mac in its capacity as Administrator by the terms of the Series Certificate Agreement at any time provided that at the time of its resignation a successor administrator meeting the qualifications set forth in Section 10.06 is appointed by ▇▇▇▇▇▇▇ Mac and has accepted such appointment.  If ▇▇▇▇▇▇▇ Mac resigns in accordance with these terms, it promptly will furnish written notice to all Holders.  Subsequent to such resignation, ▇▇▇▇▇▇▇ Mac will continue to be obligated pursuant to the Credit Enhancement and the Liquidity Facility.

(b)           If the Administrator is no longer ▇▇▇▇▇▇▇ Mac, the following provisions will apply:

(i)            No resignation or removal of the Administrator, and no appointment of a successor Administrator pursuant to this Article X, will become effective until the successor Administrator has accepted its appointment under this Section 10.07(b).

(ii)           The Administrator, or any Administrator or Administrators appointed as successors, may resign at any time by giving written notice of resignation to ▇▇▇▇▇▇▇ Mac,

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the Sponsor, the Remarketing Agent and each applicable Rating Agency, and by mailing notice of resignation to Registered Holders of the Certificates at their addresses appearing on the Certificate Register. Upon receiving notice of resignation, ▇▇▇▇▇▇▇ Mac will promptly appoint a successor Administrator or Administrators by delivering a Depositor Order to both the resigning Administrator and the successor administrator.  If no successor administrator has been appointed and has accepted its appointment within 30 days after the giving of such resignation notice, the resigning Administrator may petition any court of competent jurisdiction for the appointment of a successor Administrator, or any Holder of a Certificate may, subject to Section 10.07(b)(vii), petition any such court for the appointment of a successor Administrator.  Such court may, after receiving such notice, if any, as it may deem proper, appoint a successor administrator.

(iii)          If at any time:

(A)          the Administrator ceases to be eligible under Section 10.06 and fails to resign after written request by ▇▇▇▇▇▇▇ Mac; or

(B)           (1) the Administrator becomes incapable of acting or (2) there is entered a decree or order for relief by a court having jurisdiction in an involuntary case against the Administrator under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, or other similar law, or appointing a receiver, or similar official of the Administrator, for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 15 consecutive days, or (3) the Administrator commences a voluntary case under the Bankruptcy Code, or any other applicable federal or state bankruptcy, insolvency, or other similar law, or consents to the appointment of a receiver or other similar official of the Administrator, of any substantial part of its property, or the making by it of any assignment for the benefit of its creditors, or the Administrator fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the above,

then, in any such case, ▇▇▇▇▇▇▇ Mac, will remove the Administrator.

(iv)          At any time ▇▇▇▇▇▇▇ Mac may, upon five days’ written notice to the Administrator, and with or without cause, remove the Administrator and appoint a successor Administrator.

(v)           If the Administrator is removed or if a vacancy occurs in the office of the Administrator for any cause, ▇▇▇▇▇▇▇ Mac will promptly appoint in writing a successor Administrator.  If no successor administrator is so appointed and accepts its appointment as provided below within 30 days any Holder may petition any court of competent jurisdiction to appoint a successor administrator.  Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor administrator.

(vi)          ▇▇▇▇▇▇▇ Mac will give notice of each removal of the Administrator, and each appointment of, and the acceptance of its duties by, a successor administrator by

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mailing notice of such event to the Registered Holders, and by Electronic Notice to the Remarketing Agent, the Sponsor and each applicable Rating Agency.

(vii)         Every successor Administrator appointed under the Series Certificate Agreement will, within 10 days or its appointment, execute, acknowledge and deliver to ▇▇▇▇▇▇▇ Mac, the Sponsor and its predecessor Administrator an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Administrator will become effective, and such successor administrator, without any further act, deed, or conveyance, will become vested with all the rights, powers, duties and obligations of its predecessor under the Series Certificate Agreement.  All relevant legal documents and records held by the predecessor Administrator in such circumstance will be transferred to the successor Administrator.

(viii)        No successor Administrator will accept its appointment unless, at the time of such acceptance, such successor administration is qualified and eligible under Section 10.06 and satisfies the requirements for a “trustee” under Section 26(a)(1) of the Investment Company Act.

(ix)           No successor Administrator shall be appointed under this Section (other than one appointed by Court order) without the prior written consent of the Sponsor (provided no such consent shall be required if a Liquidity Provider Termination Event has occurred and is continuing).

Section 10.08       Preservation of Information; Communications to Holder.  (a)  Holders may communicate with other Holders with respect to their rights under the Series Certificate Agreement.  If any Holder writes to the Administrator and states that it desires to communicate with other Holders with respect to its rights under the Series Certificate Agreement, and encloses with such writing a copy of the form of proxy or other communication which it proposes to transmit to the other Holders, the Administrator will, within five Business Days after the receipt of such writing, at its election either:

(i)            afford such Holder access to the information regarding the names and addresses of all other Holders provided by the Remarketing Agent pursuant to Section 14.03, or

(ii)           inform the requesting Holder(s) of the approximate number of Holders whose names and addresses appear in the information provided by the Remarketing Agent pursuant to Section 14.03, and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such written request.

If the Administrator does not allow the requesting Holder(s) access to the information described in subsection (i) above, the Administrator will, upon the written request of such Holder(s), mail to each current Holder a copy of the form of proxy or other communication that is specified in such request, with reasonable promptness, upon the Administrator’s receipt of the material to be mailed and payment of the reasonable mailing expenses.  The Holder(s) requesting such mailing will be solely responsible for complying with any state and Federal securities laws and regulations regarding any communication pursuant to this Section, and the Administrator

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will have no responsibility in that regard.  At the request of ▇▇▇▇▇▇▇ Mac, a requesting Holder may be required to provide an Opinion of Counsel that all securities laws have been complied with in connection with any such mailing.

(b)           Every Holder, by receiving and holding any such information as to the names and addresses of the Holders in accordance with Section 10.08(a), or by directing the Administrator to mail certain information pursuant to Section 10.08(b), agrees with ▇▇▇▇▇▇▇ Mac and the Administrator to hold such information confidential, and agrees that none of ▇▇▇▇▇▇▇ Mac, the Remarketing Agent or the Administrator will be held accountable by reason of the disclosure of such information regardless of the source from which such information was derived.

Section 10.09       Bondholder Representative.  ▇▇▇▇▇▇▇ Mac in its role as provider of the Credit Enhancement and the Liquidity Facility will be appointed as the Bondholder Representative for all Bonds.  If any action, consent or direction from the owners of the Bonds is required as provided in the related Bond Documents, the Administrator will solicit from the Bondholder Representative (or the Bondholder Representative’s appointee) its proxy for such vote, consent or direction in favor of and returnable to the Administrator, which will vote, consent or otherwise take direction solely in accordance with the written direction of the Bondholder Representative (or its appointee).

ARTICLE XI

PROFITS AND LOSSES

Section 11.01       Tax Information.  The Administrator, upon request, will ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mac and the Holders of Certificates with all such information known to the Administrator as may be reasonably required by ▇▇▇▇▇▇▇ Mac and the Holders of Certificates in connection with the preparation of tax returns and other information relating to the Series Certificate Agreement.

Section 11.02       Capital Accounts.  (a)  There will be established for each Holder a capital account (the “Capital Account”) on the books for the Series Pool to be maintained and adjusted pursuant to the Series Agreement, which will control (pursuant to the provisions of Article XIII) the division of Series Pool Assets upon the termination of the Series Pool and liquidation and/or distribution of the Series Pool Assets or the redemption of any Certificate.  Such Capital Account will be increased by (i) the amount of all Capital Contributions made or deemed made by such Holder to the Series Pool pursuant to the Series Certificate Agreement, and (ii) the allocable share of Profits, Market Discount Gains and Capital Gains of such Holder and all items in the nature of income or gain specially allocated to such Holder pursuant to Sections 11.03 and 11.05; and will be decreased by (i) the amount of any cash and the Fair Market Value of any non-cash assets distributed to such Holder by the Series Pool pursuant to the Series Certificate Agreement, and (ii) the allocable share of Losses and Capital Losses of such Holder and all items in the nature of Series Pool expenses or losses which are specially allocated to such Holder pursuant to Sections 11.04 and 11.05.  ▇▇▇▇▇▇▇ Mac will be responsible for the establishment and maintenance of the Capital Accounts in accordance with this Section 11.02 and, to facilitate such establishment and maintenance, will monitor the Current Certificate Balances of Holders of Class A Certificates and Class B Certificates.

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(b)           Immediately before a distribution to any Holder in redemption of all or any portion of its Certificates (including the liquidation of the Series Pool as a result of a Series Termination Event), the Capital Account of such Holder will be increased or decreased, as the case may be with its allocable portion of any Profit, Losses, Market Discount Gain, Capital Gain or Capital Loss, or other items of income, gain, loss or deduction that would result if the Series Pool Assets were sold at such time at their Fair Market Values.  In the case of any distribution of Bonds to any Holder, the Capital Account of such Holder will be adjusted in the manner described in the preceding sentence.

(c)           A transferee of an interest in the Series Pool will succeed to the Capital Account of the transferor to the extent it relates to the interest transferred.

(d)           The foregoing provisions and the other provisions of the Series Certificate Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and will be interpreted and applied in a manner consistent therewith.  In the event that ▇▇▇▇▇▇▇ Mac determines that it is necessary to modify the manner in which the Capital Accounts, or any debits or credits thereto are computed in order to comply with such Regulations, ▇▇▇▇▇▇▇ Mac will make such modification, provided that such modification is not likely to have a material effect on the amounts distributable to any Holders pursuant to Articles IV, VII or XIII upon the withdrawal of the Holders or the dissolution of the Series Pool.

Section 11.03       Allocations of Profits, Market Discount Gains and Capital Gains.  (a)  Profits for each Fiscal Year or other relevant period will be allocated (i) first, to the Holders of Class A Certificates in proportion to their Current Class A Certificate Balances until each Holder of a Class A Certificate has been allocated, on a cumulative basis, an amount equal to the cumulative amount of its Required Class A Certificate Interest Distribution Amount for such period; (ii) second, to the Holders of Class B Certificates, in proportion to their Current Class B Certificate Balances, the Class A Certificate Notional Accelerated Principal Paydown Amount, and (iii) third, the remainder to the Holders of the Class B Certificates in proportion to their Current Class B Certificate Balances.  The Capital Accounts relating to the Class B Certificates will be adjusted for any bond premium required to be amortized pursuant to Section 171 of the Code and any other capitalized items subject to amortization.

(b)           Market Discount Gains realized under applicable Federal income tax provisions from a Disposition of any Bond will be allocated solely to the Holders of Class B Certificates in proportion to their current Class B Certificate Balances.

(c)           Capital Gains recognized other than in connection with an Exchange Date will be allocated in accordance with the Gain Share.

(d)           With respect to an Exchange Date, Capital Gains will be allocated: (i) to the extent that any Losses or Capital Losses have been allocated to the Holders of Class B Certificates pursuant to Section 11.04(a), first, to the Holders of Class B Certificates, pro rata, until the sum of all amounts of Losses or Capital Losses allocated to them under Section 11.04(a) for the current and all preceding periods equals the sum of all Capital Gains allocated to them pursuant to this subsection or Section 11.03(c) for the current and all preceding periods, and (ii) thereafter according to the Gain Share.

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(e)           In the event of a partial redemption of the Bonds, the Gain Share is only determined with respect to Holders that are redeemed as a result thereof.

Section 11.04       Allocations of Losses and Capital Losses.  (a)  Other than in connection with the occurrence of an Exchange Date, Losses and Capital Losses that result from a liquidation of the related Bonds as a result of a mandatory purchase, failure to remarket tendered Class A Certificates or redemption of any related Bonds will be allocated to the Holders of the Class B Certificates, pro rata, to the extent of their Capital Account Balances.

(b)           (1)           In connection with the occurrence of a Tender Option Termination Event and immediately prior to the distribution of the Bonds or Affected Bonds, as applicable, to the Holders, both Losses and Capital Losses will be allocated: (i) first, to the Holders of the Affected Class A Certificates and Affected Class B Certificates on a pro rata basis in proportion to the Aggregate Outstanding Certificate Balances until their Capital Account Balances have been reduced to zero; and (ii) thereafter, to the Sponsor.

(2)           In connection with the occurrence of an Exchange Date described in Section 6.06(c)(iii), and immediately prior to the distribution of Bonds or sales proceeds, as applicable, to the Holders, both Losses and Capital Losses will be allocated (i) first, to the Holders of Class B Certificates and Class A Certificates on a pro rata basis in proportion to the Aggregate Outstanding Certificate Balances until their Capital Account Balances have been reduced to zero; and (ii) thereafter, to the Sponsor.

(c)           Notwithstanding anything to the contrary contained in this Article XI, any “partner nonrecourse deductions” within the meaning of Section 1.704-2(i)(2) of the Regulations will be allocated to the partner bearing the economic risk of loss for the related debt, in the manner required by Section 1.704-2(i)(1) of the Regulations.

(d)           Any Loss (or item thereof) not otherwise allocated pursuant to this Article XI will be allocated to the Sponsor.

Section 11.05       Special Allocations.  (a)  Notwithstanding anything to the contrary contained in this Article XI, no allocation of a loss or deduction will be made to a Holder to the extent such allocation would cause or increase an Adjusted Capital Account Deficit with respect to such Holder.  In the event that any Holder unexpectedly receives adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, items of income and gain will be specially allocated to each such Holder in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Holder as quickly as possible.  In no event, however, will any item or items of Series Pool income that represent Market Discount be allocated to any Holder of a Class A Certificate.  This Section 11.05(a) is intended to constitute a “qualified income offset” within the meaning of Section 1.704-1(b)(2)(ii)(d)(3) of the Regulations and will be interpreted consistently therewith.

(b)           (i)            Notwithstanding anything to the contrary contained in this Article XI, if there is a net decrease in “partnership minimum gain” within the meaning of Section 1.704-2(d)(1) of the Regulations during any Fiscal Year, each Holder who has a share of the partnership minimum gain will be specially allocated items of Series Pool income and gain in an

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amount equal to such Holder’s share of the net decrease in partnership minimum gain, subject to any modifications deemed appropriate by ▇▇▇▇▇▇▇ Mac to comply with the minimum gain chargeback requirement of Section 1.704-2(f) of the Regulations.  This subsection is intended to comply with the “partnership minimum gain chargeback” requirement of Section 1.704-2(f) of the Regulations and will be interpreted consistently therewith.

(ii)           Notwithstanding anything to the contrary contained in this Article XI, except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in “partner nonrecourse debt minimum gain” within the meaning of Section 1.704-2(i)(3) of the Regulations, attributable to “partner nonrecourse debt” within the meaning of Section 1.704-2(b)(4) of the Regulations during any Fiscal Year, each Holder who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, will be specially allocated items of Series Pool income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Holder’s share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(4) of the Regulations.  Allocations pursuant to the previous sentence will be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto.  The items to be so allocated will be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations.  This subsection is intended to comply with the “partner minimum gain chargeback” requirement of Section 1.704-2(i)(4) of the Regulations and will be interpreted consistently therewith.

(c)           To the extent an adjustment to the adjusted tax basis of any Series Pool Assets pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts of each of the Holders will be treated as an item of gain (if the adjustment increases the basis of the Series Pool Asset) or loss (if the adjustment decreases such basis) in respect of the relevant Series Pool Assets and such gain or loss will be specially allocated to the Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

(d)           The allocations set forth in Sections 11.05(a), (b) and (c) (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) of the Regulations.  By its purchase of a Class A Certificate or Class B Certificates, each Holder acknowledges that the Regulatory Allocations may not be consistent with the manner in which the Holders intend to divide Series Pool distributions.  Accordingly, the Holders agree that the Regulatory Allocations will be offset with subsequent allocations of income, gain, loss, or deduction pursuant to this Section 11.05(d) (collectively, the “Offsetting Allocations”), so that the net amount of any Regulatory Allocations and Offsetting Allocations pursuant to this Article XI will, to the greatest extent possible, be equal to the net amount that would have been allocated to each Holder pursuant to the provisions of this Article XI if the Regulatory Allocations had not occurred.

(e)           If the Partnership Factors apply, notwithstanding any other provision of the Series Certificate Agreement, during each Fiscal Year the Sponsor will be allocated a percentage of

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Profits, Capital Gains, Market Discount Gain, Losses and Capital Losses, and of each other item of income, gain, loss, deduction or credit not less than the Minimum Sponsor Percentage.

(f)            If the Sponsor has a deficit balance in its Capital Account following a Series Termination Event and the liquidation of its Certificate (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), the Sponsor will be treated, as obligated to restore the amount of such deficit balance to the Series Pool by the end of such Fiscal Year or, if later, within 90 days after the date of such liquidation, but only to the extent of the Sponsor’s legal obligations, if any, to ▇▇▇▇▇▇▇ Mac and other creditors of the Series Pool.

Section 11.06       Tax Allocations; Code Section 704(c).  (a)  For Federal income tax purposes, except as provided in this Section 11.06, each item of income, gain, loss, deduction and credit of the Series Pool will be allocated consistent with the allocations described in Sections 11.03 through 11.05.

(b)           If there is a difference between the adjusted tax basis of any Series Pool Asset and its fair market value when such asset was contributed to the Series Pool, allocations of gain or loss and amortization of bond premium with respect to such asset, as computed for tax purposes, will be made among the Holders in a manner which takes such difference into account in accordance with Section 704(c) of the Code and Section 1.704-1(b)(4)(i) of the Regulations.

(c)           All liabilities of the Series Pool (both recourse and nonrecourse) (including any reimbursement obligations under the Reimbursement Agreement) will be allocated to the Sponsor.  Excess nonrecourse liabilities, if any, will be allocated to the Sponsor.

(d)           Any elections or other decisions relating to such allocations will be made by ▇▇▇▇▇▇▇ Mac in any manner that reasonably reflects the purpose and intention of the Series Certificate Agreement. Allocations pursuant to this Section are solely for purposes of Federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Holder’s Capital Account or share of Profits, Capital Gains, Losses, Capital Losses, other items or distributions pursuant to any provision of the Series Certificate Agreement.

Section 11.07       Allocation Among Holders.  Except as otherwise provided, all amounts allocated to transferring Holders will be allocated among them in accordance with the interests held by each such Holder from time to time.  Subject to applicable Regulations, all items of income, gain, expense or loss that are allocated pursuant to this Article XI for a Fiscal Year allocable to any Certificates will be allocated between the transferor and the transferee based on an interim closing of the Series Pool’s books.

Section 11.08       Tax Matters; Tax Election.  It is the intention of the parties that the Series Pool will be classified as a partnership for all Federal, state and local tax purposes.  Each Holder and transferee of Certificates acknowledges that it will treat the Series Pool as a partnership for Federal, State and local income tax purposes and that it intends and expects to be treated as a partner for such purposes.  No Person is authorized to elect under Section 301.7701-3(c) of the Regulations or any applicable State or local law to have the Series Pool classified as a corporation for Federal or any applicable State or local income tax purposes.  ▇▇▇▇▇▇▇ Mac will have the discretion to make, or if necessary, to instruct the Administrator to take the necessary

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steps to make, a Monthly Closing Election on behalf of the Series Pool, in which case the Sponsor and each Holder of Certificates (by their purchase of Certificates) will be deemed to have consented to the Monthly Closing Election.  The Series Pool, the Sponsor and each Holder of Certificates (by their purchase of Certificates) agrees to comply with any special tax reporting requirements applicable to the Monthly Closing Election.  Additionally, ▇▇▇▇▇▇▇ Mac may at its discretion and with the consent of the Sponsor and to the extent permitted by applicable law, file a Section 761 Election to exclude the Series Pool from the application of all of the provisions of Subchapter K of Chapter 1 of the Code.  Each Holder, by virtue of acquiring a Certificate in a Series of Certificates, consents, pursuant to Section 761 of the Code, to the Section 761 Election.  The Sponsor will be liable for any penalties and interest on penalties imposed on the Series Pool relating to the Section 761 Election.  The parties hereto agree that ▇▇▇▇▇▇▇ Mac will not act as or be deemed to be a partner for Federal, state or local tax purposes by virtue of its execution and delivery of the Liquidity Facility.  ▇▇▇▇▇▇▇ Mac agrees to timely file the necessary or appropriate elections and all tax returns and tax reports consistent with and based upon this Section 11.08 and neither ▇▇▇▇▇▇▇ Mac nor any Holder will take any position on any tax return or report or in any proceeding or audit which is inconsistent with this Section 11.08.

Section 11.09       Accounting Method.  The Series Pool will compute its income on the accrual method of accounting.

Section 11.10       Tax Matters Partner.  (a)  If ▇▇▇▇▇▇▇ Mac is one of the Holders of Class B Certificates or if permitted by applicable law, ▇▇▇▇▇▇▇ Mac will file any required federal, state or local tax returns for the Series Pool, and will act as the “Tax Matters Partner” for the Series Pool in the manner specified in the Regulations.  In any other case, the Holder of the Class B Certificates having the largest Current Class B Certificate Balance is designated as the partner responsible for filing such tax returns and as Tax Matters Partner for the Series Pool.  Such Holder, however, by its acceptance of its Class B Certificate, agrees to designate ▇▇▇▇▇▇▇ Mac as its agent and attorney-in-fact in the performance of all the duties required of, or permitted to be taken by, the partner responsible for filing such tax returns and the Tax Matters Partner for the Series Pool and, if requested by ▇▇▇▇▇▇▇ Mac, to execute a power of attorney to this effect.  ▇▇▇▇▇▇▇ Mac agrees to prepare such tax returns and, if permitted by applicable law, to sign and file such tax returns on behalf of the Series Pool.  To the extent required by law, ▇▇▇▇▇▇▇ Mac will provide Holders with copies of any such tax returns.  ▇▇▇▇▇▇▇ Mac will represent the Series Pool to the extent permitted by law in connection with any inquiry, examination or audit of the Series Pool affairs by tax authorities.

(b)           Each Registered Holder and Holder by acceptance of its Certificate agrees (i) to hold the Tax Matters Partner and ▇▇▇▇▇▇▇ Mac (and any officer, director, agent, employee, member, stockholder, or Affiliate of ▇▇▇▇▇▇▇ Mac) harmless from, and (ii) in connection with any action taken at the request of such Registered Holder or Holder, to indemnify the Tax Matters Partner and ▇▇▇▇▇▇▇ Mac (and any officer, director, agent, employee, member, stockholder, or Affiliate of ▇▇▇▇▇▇▇ Mac) against, any actual out-of-pocket loss, liability, expense, damages or injury suffered, sustained or incurred to the extent that they are a direct result of any acts, omissions, or alleged acts or omissions arising out of the activities or actions of the Tax Matters Partner and ▇▇▇▇▇▇▇ Mac in connection with the performance of its duties as Tax Matters Partner or as agent or attorney-in-fact for the Tax Matters Partner, including but not limited to any penalties or interest thereon assessed under the Code or other applicable tax laws, judgments, fines, amounts paid in settlement, reasonable attorneys’ fees and expenses and other costs or

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expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, unless such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, or willful misconduct by ▇▇▇▇▇▇▇ Mac and the Tax Matters Partner, respectively.

Section 11.11       Compliance with Code Requirements.  The Administrator will comply with all requirements of the Code and other applicable tax laws with respect to the withholding from any payments made by it on any Certificates of any applicable back-up withholding taxes or other withholding taxes imposed thereon and with respect to any applicable information reporting requirements (e.g., Form 1099-B) in connection therewith; provided however, that with respect to any applicable withholding and reporting requirements relating to original issue discount or market discount, ▇▇▇▇▇▇▇ Mac will provide the Administrator with any calculations pertaining thereto.

ARTICLE XII

AMENDMENTS

Section 12.01       Amendments.  (a)  Except as provided in Section 12.01(b), without the consent of the Holders of any Class A Certificates, the Standard Terms and the Series Certificate Agreement may be amended for any one or more of the following purposes if the conditions provided in Section 12.01(c) have been satisfied:

(i)            to cure any formal defect, omission, inconsistency or ambiguity in a manner not materially adverse to the Holders of Class A Certificates;

(ii)           to grant to or confer upon the Administrator for the benefit of the Holders any additional rights, remedies, powers or authority that may lawfully be granted or conferred and that are not contrary to or inconsistent with the Standard Terms or Series Certificate Agreement or the rights of the Administrator hereunder as theretofore in effect;

(iii)          to modify, amend or supplement the Standard Terms or Series Certificate Agreement as required by the Rating Agency to obtain or maintain a rating or ratings for the Class A Certificates;

(iv)          to modify, amend or supplement the Standard Terms or Series Certificate Agreement in any other respect which is not materially adverse to the Holders of the Class A Certificates after the effective date of the change and which does not involve a change described in Section 12.01(b).

When ▇▇▇▇▇▇▇ Mac gives the Administrator a Depositor Order, the Administrator will enter into any amendment permitted hereby if the Administrator determines the amendment is in acceptable form.

(b)           The Standard Terms may be amended in order to amend any of the provisions relating to (i) distributions and payments from the Distribution Account and Bond Payment Subaccounts, (ii) the determination of the Reset Rate and changes in the Reset Rate, (iii) the Tender Option or Tender Option Termination Events or (iv) this Section 12.01(b), if the conditions provided in Section 12.01(c) have been satisfied, provided, that such amendments

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will be subject to the consent of 100% of the Holders of Class A Certificates affected thereby.  The Standard Terms may also be amended in order to amend any other provision not addressed by the prior sentence or by Section 12.01(a), if the conditions provided in Section 12.01(c) have been satisfied, provided that any such amendment will be subject to the consent of Holders representing not less than 51% of the Current Class A Certificate Balance affected thereby.

The Administrator is authorized and agrees to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be contained in such amendment when ▇▇▇▇▇▇▇ Mac requests such execution if the conditions to such amendment have been satisfied.

(c)           No amendment to the Standard Terms or the Series Certificate Agreement will be effective (x) without the prior written consent of the Sponsor, (y) without the consent of the Remarketing Agent to the extent the Remarketing Agent is adversely affected thereby and (z) until all of the following conditions have been satisfied:

(i)            ▇▇▇▇▇▇▇ Mac and the Administrator have received an Opinion of Tax Counsel satisfactory to each of them to the effect that such amendment does not adversely affect any of the prior opinions relating to federal income taxation pertaining to the Certificates;

(ii)           The Required Class B Certificate Consent has been delivered to the Administrator; and

(iii)          Each applicable Rating Agency has confirmed its rating on the Class A Certificates.

The Administrator will promptly provide notice to the Sponsor, the Remarketing Agent and each applicable Rating Agency of any amendments to the Standard Terms or the Series Certificate Agreement.

Section 12.02       Execution of Amendments.  In executing any amendment permitted by this Article XII, the Administrator will be entitled to receive, and (subject to Sections 10.01 and 10.03) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Series Certificate Agreement.  The Administrator may, but will not be obligated to, enter into any such amendment that affects the Administrator’s own rights, duties, liabilities or immunities under the Series Certificate Agreement or otherwise.

Section 12.03       Effect of Amendment.  Upon the execution of any amendment pursuant to the provisions of this Article XII, the Series Certificate Agreement will be deemed modified and amended with respect to all Certificates, and the respective rights, limitations of rights, obligations and immunities under the Series Certificate Agreement of the Administrator, ▇▇▇▇▇▇▇ Mac, the Holders of Certificates and any other affected secured parties under the Series Certificate Agreement will thereafter be determined, exercised and enforced under the Series Certificate Agreement subject in all respects to such amendment, and all the terms and conditions of any such amendment will be deemed part of the terms and conditions of the Series Certificate Agreement for all purposes.

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Section 12.04       Reference in Certificates to Amendments.  Certificates authenticated and delivered after the execution of any amendment pursuant to this Article XII may, and if required by the Administrator will, bear a notation in form approved by the Administrator as to any matter provided for in such amendment.  New Certificates that are modified to conform to such amendment may be prepared and executed by ▇▇▇▇▇▇▇ Mac and authenticated and delivered by the Administrator in exchange for Outstanding Certificates.

ARTICLE XIII

TERMINATION

Section 13.01       Termination.  (a)  The respective obligations of ▇▇▇▇▇▇▇ Mac, the Administrator, the Remarketing Agent and the Sponsor created under the Series Certificate Agreement will terminate (other than ▇▇▇▇▇▇▇ Mac’s remaining obligations under Section 4.11 and the obligation of the Administrator to enforce such remaining obligations, and to make payment to the Holders, and except with respect to the duties and obligations set forth in Sections 3.04(a), 3.05, 3.09, 4.02(d), 11.08, 11.10, 11.11, 13.02(b) and 14.09, which will survive any termination of the Series Certificate Agreement) upon the earliest of the following events (each of which is a “Series Termination Event”):

(i)            the Series Expiration Date;

(ii)           the Exchange Date on which all Certificates are exchanged for either Bonds or sales proceeds in connection with a Tender Option Termination Event or a Liquidity Failure;

(iii)          the Mandatory Tender Date arising in connection with a Liquidity Provider Termination Event, a Clean-Up Event, the Credit Enhancement Expiration Date, or, if applicable, following a Sponsor Act of Bankruptcy (collectively, a “Terminating Mandatory Tender Date”); or

(iv)          the date on which the Optional Disposition Right has been exercised with respect to the last Class A Certificate (unless such Class A Certificate has been remarketed).

Any termination of the Series Certificate Agreement on the Series Expiration Date will be effected as provided in Section 13.02.  Any termination of the Series Certificate Agreement on the Exchange Date following the occurrence of a Tender Option Termination Event will be effected as provided in Sections 7.01 and 13.04.  Any termination of the Series Certificate Agreement on the Exchange Date following the occurrence of a Liquidity Failure will be effected as described in as provided in Sections 6.06(c)(iii), 13.01(b) and 13.04.  Any termination of the Series Certificate Agreement upon the occurrence of a Terminating Mandatory Tender Date will be effected as provided in Sections 13.01(b) and 13.03.  Any termination of the Series Certificate Agreement on the date on which the Optional Disposition Right has been exercised with respect to the last Class A Certificate described above will be effected as provided in Sections 7.05 and 13.01(b).  The Administrator will promptly provide notice to ▇▇▇▇▇▇▇ Mac, the Sponsor, the Remarketing Agent and each applicable Rating Agency of any Series Termination Event.

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(b)           On the Exchange Date, the applicable Terminating Mandatory Tender Date, or the applicable Optional Disposition Date described in Section 13.01(a)(iv), (i) the amounts, if any, on deposit in the Bond Payment Subaccount—Interest, or Bond Payment Subaccount—Principal, to the extent not previously distributed, will be distributed to the Holders based on their respective Current Certificate Balances and in accordance with their positive Capital Account Balances, and (ii) the amount in the Bond Payment Subaccount – Holdback, will be distributed to the Holders of Class B Certificates.

(c)           So long as the Sponsor maintains the Minimum Sponsor Interest and a Series Termination Event has not occurred, the Series Pool will continue in full force and effect.  The Series Pool will not terminate prior to the occurrence of a Series Termination Event.

Section 13.02       Final Distribution on the Series Expiration Date.  (a)  The Administrator will give written notice to the Holders of the pending termination of the obligations and responsibilities of ▇▇▇▇▇▇▇ Mac, the Administrator, the Remarketing Agent and the Sponsor under the Series Certificate Agreement when the Series Expiration Date occurs.  Such written notice will specify (i) the date on which the Administrator expects the final payment or distribution of principal will be made, but only upon presentation and surrender of such Certificates for cancellation at the principal office of the Administrator specified in such notice, (ii) the expected amount of such final payment or distribution, and (iii) that the Regular Record Date otherwise applicable with respect to such payment or distribution is not applicable, and that such payment or distribution will be made only to the Holders presenting and surrendering such Certificates at the principal office of the Administrator specified in such notice.

Even though a Certificate is surrendered when the final distribution of principal with respect to that Certificate is made, if interest or redemption premium with respect to such Certificate will be distributable pursuant to the Series Certificate Agreement on a date after such final distribution of principal, the Administrator will make such distribution from amounts deposited with respect to such interest or redemption premium in the related Distribution Account in accordance with the Series Certificate Agreement.

(b)           Even after the Series Certificate Agreement terminates on the Series Expiration Date, any funds not distributed to any Holder of Certificates on the Redemption Date established for the final distribution on such Certificates because of the failure of such Holder to tender its Certificates will, on such Redemption Date, be set aside and credited to the account of the applicable non-tendering Holder.  If any Certificates as to which notice of the pendency of the final distribution has been given as described in the second preceding paragraph have not been surrendered for cancellation within six months after the time specified in such notice, the Administrator will mail a second notice to the remaining non-tendering Holders to surrender their Certificates for cancellation in order to receive the final distribution with respect to their Certificates.  If within one year after the second notice all Certificates have not been surrendered for cancellation, the Administrator will, directly or through an agent, make a reasonable effort to contact the remaining non-tendering Holders concerning surrender of their Certificates.  The costs and expenses of maintaining the funds and of contacting such Holders will be paid out of the assets remaining in such funds prior to any distribution to such Holders.  If within two years after the second notice any Certificates have not been surrendered for cancellation, the Administrator will thereafter hold such amounts for the benefit of such Holders, subject to any applicable escheat statutes.  Any amounts held as described above will not be invested.  No

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