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MASTER TRUST AGREEMENT

Trust Agreement

MASTER TRUST AGREEMENT | Document Parties: COUNTRYWIDE HOME LOANS, INC | CWABS MASTER TRUST | CWABS, Inc | WILMINGTON TRUST COMPANY You are currently viewing:
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COUNTRYWIDE HOME LOANS, INC | CWABS MASTER TRUST | CWABS, Inc | WILMINGTON TRUST COMPANY

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Title: MASTER TRUST AGREEMENT
Governing Law: Delaware     Date: 1/21/2005

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EXHIBIT 99.6

 

 

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EXECUTION COPY

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CWABS, INC.

Depositor

 

 

 

 

 

 

WILMINGTON TRUST COMPANY

Owner Trustee

 

 

 

 

 

 

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MASTER TRUST AGREEMENT

Dated as of August 28, 2000

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CWABS MASTER TRUST

 

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Table of Contents

Page

ARTICLE I

DEFINITIONS AND CONSTRUCTION

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Section 1.01. Definitions..........................................................1

Section 1.02. Other Terms..........................................................3

Section 1.03. Rules of Construction................................................3

ARTICLE II

ORGANIZATION

Section 2.01. Name.................................................................5

Section 2.02. Office...............................................................5

Section 2.03. Purposes and Powers..................................................5

Section 2.04. Appointment of Owner Trustee.........................................6

Section 2.05. Initial Capital Contribution of Series Assets........................6

Section 2.06. Declaration of Trust.................................................6

Section 2.07. Liability of Depositor and the Transferor............................6

Section 2.08. Title to Trust Property..............................................6

Section 2.09. Location of Trust....................................................7

Section 2.10. Representations and Warranties of Depositor..........................7

ARTICLE III

THE TRANSFEROR CERTIFICATES

Section 3.01. Initial Beneficiary of Trust.........................................8

Section 3.02. The Transferor Certificates..........................................8

Section 3.03. Authentication of Transferor Certificates............................9

Section 3.04. Registration of and Transfer and Exchange of Transferor

Certificates........................................................10

Section 3.05. Mutilated, Destroyed, Lost, or Stolen Transferor Certificate........11

Section 3.06. Maintenance of Office or Agency.....................................11

Section 3.07. Persons Considered Certificateholders...............................11

Section 3.08. Access to List of Certificateholders' Names and Addresses...........11

Section 3.09. Appointment of Certificate Paying Agent.............................12

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

Section 4.01. Prior Notice to Certificateholders Regarding Certain Matters........12

Section 4.02. Action by Certificateholders Regarding Certain Matters..............13

Section 4.03. Action by Certificateholders Regarding Bankruptcy...................13

Section 4.04. Restrictions on Certificateholder's Power...........................13

Section 4.05. Majority Interest...................................................14

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ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01. Application of Trust Funds..........................................14

Section 5.02. Method of Payment...................................................14

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01. General Authority...................................................15

Section 6.02. General Duties......................................................15

Section 6.03. Action on Instruction...............................................15

Section 6.04. No Duties Except as Specified in the Trust Agreement or in

Instructions........................................................16

Section 6.05. No Action Except Under Specified Documents or Instructions..........17

Section 6.06. Restrictions........................................................17

ARTICLE VII

CONCERNING OWNER TRUSTEE

Section 7.01. Acceptance of Trusts and Duties.....................................17

Section 7.02. Furnishing Documents................................................18

Section 7.03. Representations and Warranties......................................18

Section 7.04. Reliance; Advice of Counsel.........................................19

Section 7.05. Not Acting in Individual Capacity...................................19

Section 7.06. Owner Trustee Not Liable for Transferor Certificates or Payment

Obligations.........................................................19

Section 7.07. Owner Trustee May Own Notes.........................................20

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

Section 8.01. Owner Trustee's Fees and Expenses...................................20

Section 8.02. Indemnification.....................................................20

Section 8.03. Payments to Owner Trustee...........................................21

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement......................................21

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01. Resignation or Removal of Owner Trustee.............................22

Section 10.02. Successor Owner Trustee.............................................22

Section 10.03. Merger or Consolidation of Owner Trustee............................23

Section 10.04. Appointment of Co-Trustee or Separate Trustee.......................23

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ARTICLE XI

MISCELLANEOUS

Section 11.01. Supplements and Amendments..........................................24

Section 11.02. No Legal Title to Series Assets in Certificateholders...............25

Section 11.03. Limitations on Rights of Others.....................................25

Section 11.04. Notices.............................................................25

Section 11.05. Severability........................................................25

Section 11.06. Separate Counterparts...............................................26

Section 11.07. Successors and Assigns..............................................26

Section 11.08. Nonpetition Covenant................................................26

Section 11.09. No Recourse.........................................................26

Section 11.10. Headings............................................................26

Section 11.11. GOVERNING LAW.......................................................26

Section 11.12. Rule 144A Information...............................................26

 

EXHIBITS

EXHIBIT A Form of Certificate of Trust of

CWABS Master Trust A-1

 

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This MASTER TRUST AGREEMENT, dated as of August 28, 2000, between CWABS,

INC., a Delaware corporation, as Depositor, and WILMINGTON TRUST COMPANY, a

Delaware banking corporation, as Owner Trustee,

WITNESSETH:

WHEREAS, the parties to this Master Trust Agreement will create the CWABS

Master Trust and provide for, among other things, the issuance of the

Transferor Certificates;

NOW, THEREFORE, the parties to this Master Trust Agreement agree as

follows.

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.01. Definitions.

Unless the context requires a different meaning, capitalized terms are

used in this Master Trust Agreement as defined below.

"Administration Agreement" means the Administration Agreement associated

with a Series specified as one of its Transaction Documents.

"Administrator" means the person acting as such under the Administration

Agreement.

"Agreement" means this Master Trust Agreement together with a Series

Trust Supplement.

"Business Trust Statute" means the Delaware Business Trust Act (12 Del.

Code,ss.3801 et seq.). -

"Certificate of Trust" means the Certificate of Trust in the form of

Exhibit A to be filed for the Trust pursuant to Section 3810(a) of the

Business Trust Statute.

"Certificateholder" means the registered holder of a Transferor

Certificate issued in connection with the creation of a subtrust of the Trust.

"Code" means the Internal Revenue Code of 1986.

"Credit Enhancer" for any Series means the person identified as such in

the related Series Trust Supplement.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"Expenses" has the meaning assigned to it in Section 8.02.

 

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"Indemnified Parties" has the meaning assigned to it in Section 8.02.

"Indenture" for any Series of Notes means the indenture entered into

between the Trust, an indenture trustee, and any other party, relating to a

particular subtrust of the Trust specifying the principal terms pursuant to

which the Series of Notes are issued.

"Indenture Trustee" for a Series means the entity acting as the indenture

trustee under the related Indenture.

"Lien" means any mortgage, deed of trust, pledge, hypothecation,

assignment, encumbrance, lien (statutory or other), preference, participation

interest, priority, or other security agreement or preferential arrangement of

any kind or nature whatsoever resulting in an encumbrance against real or

personal property of a person, including any conditional sale or other title

retention agreement, any financing lease having substantially the same

economic effect as any of the foregoing, and the filing of any Financing

Statement under the Uniform Commercial Code, as in effect in the relevant

jurisdiction, or comparable law of any jurisdiction to evidence any of the

foregoing.

"Master Trust Agreement" means this Master Trust Agreement.

"Mortgage Loan" has the meaning given to it in the Sale and Servicing

Agreement that relates to the transfer of the assets of a particular subtrust

of the Trust.

"Noteholder" means a holder of one or more Notes issued by the Trust for

a particular subtrust of the Trust.

"Notes" means the notes of a particular series issued by the Trust for a

particular subtrust of the Trust from time to time pursuant to its related

Indenture.

"Opinion of Counsel" means a written opinion of counsel acceptable to the

Owner Trustee and the counsel may be in-house counsel for the Depositor, its

Affiliates, or the Transferor.

"Responsible Officer" means, any officer within the corporate trust

department of the Owner Trustees, including any vice president, assistant vice

president, managing director, treasurer, assistant treasurer, trust officer,

or any other officer of the Owner Trustees who customarily performs functions

similar to those performed by the persons who at the time are those officers,

respectively, or to whom any corporate trust matter is referred because of the

officer's knowledge of and familiarity with the particular subject and who has

direct responsibility for the administration of the Master Trust Agreement or

Indenture.

"Sale and Servicing Agreement" means the sale and servicing agreement

relating to the transfer to a particular subtrust of the Trust of the assets

of the subtrust pursuant to which, among other things, the Depositor transfers

all its interests in the Mortgage Loans specified in it to the subtrust of the

Trust.

 

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"Series" means any series of Notes issued pursuant to an Indenture

secured by the assets of a particular subtrust of the Trust or any related

Transferor Certificates, as the context requires.

"Series Assets" means all assets and property of a subtrust of the Trust

acquired by the subtrust of the Trust pursuant to the related sale and

servicing agreement.

"Series Trust Supplement" means a supplement to this Master Trust

Agreement creating a separate subtrust to accept the transfer of assets under

a particular Sale and Servicing Agreement and to issue Notes, and specifying

the principal terms of any Transferor Certificate relating to the relevant

subtrust.

"Subtrust" means a separate series of the Trust established pursuant to

Section 2.08.

"Transaction Documents" means collectively the Indenture relating to a

subtrust, the Agreement, and any other document designated in the Series Trust

Supplement or the related Indenture as a "Transaction Document" for the

relevant subtrust for the purposes of this Master Trust Agreement.

"Transferor" means the holder of a Transferor Certificate of a subtrust

of the Trust.

"Transferor Certificate" means the certificate of a Series representing

the interest in a particular subtrust of the Trust that is the right to

receive any amounts available for distribution that are not allocable to Notes

secured by the assets of that subtrust and that is executed and authenticated

in accordance with this Master Trust Agreement substantially in the form

attached to the related Series Trust Supplement.

"Transferor Certificate Register" means the register maintained by the

Owner Trustee pursuant to Section 3.04.

"Trust" means the master trust formed pursuant to the Master Trust

Agreement.

Section 1.02. Other Terms.

Defined terms include, as appropriate, all genders and the plural as well

as the singular.

Section 1.03. Rules of Construction.

Except as otherwise expressly provided in this Master Trust Agreement or

unless the context otherwise clearly requires:

(a) References to designated articles, sections, subsections, exhibits,

and other subdivisions of this Master Trust Agreement, such as "Section

3.01(B)," refer to the designated article, section, subsection, exhibit, or

other subdivision of this Master Trust Agreement as a whole and to all

subdivisions of the designated article, section, subsection, exhibit, or other

subdivision. The words "herein," "hereof," "hereto," "hereunder," and other

words of similar

 

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import refer to this Master Trust Agreement as a whole and not to any

particular article, section, exhibit, or other subdivision of this Master

Trust Agreement.

(b) Any term that relates to a document or a statute, rule, or regulation

includes any amendments, modifications, supplements, or any other changes that

may have occurred since the document, statute, rule, or regulation came into

being, including changes that occur after the date of this Master Trust

Agreement.

(c) Any party may execute any of the requirements under this Master Trust

Agreement either directly or through others, and the right to cause something

to be done rather than doing it directly shall be implicit in every

requirement under this Master Trust Agreement. Unless a provision is

restricted as to time or limited as to frequency, all provisions under this

Master Trust Agreement are implicitly available and things may happen from

time to time.

(d) The term "including" and all its variations mean "including but not

limited to." Except when used in conjunction with the word "either," the word

"or" is always used inclusively (for example, the phrase "A or B" means "A or

B or both," not "either A or B but not both").

(e) A reference to "a thing" or "any of a thing" does not imply the

existence or occurrence of the thing referred to even though not followed by

"if any," and "any of a thing" is any and all of it. A reference to the plural

of anything as to which there could be either one or more than one does not

imply the existence of more than one (for instance, the phrase "the obligors

on a note" means "the obligor or obligors on a note"). "Until something

occurs" does not imply that it must occur, and will not be modified by the

word "unless." The word "due" and the word "payable" are each used in the

sense that the stated time for payment has past. The word "accrued" is used in

its accounting sense, i.e., an amount paid is no longer accrued. In the

calculation of amounts of things, differences and sums may generally result in

negative numbers, but when the calculation of the excess of one thing over

another results in zero or a negative number, the calculation is disregarded

and an "excess" does not exist. Portions of things may be expressed as

fractions or percentages interchangeably.

(f) All accounting terms used in an accounting context and not otherwise

defined, and accounting terms partly defined in this Master Trust Agreement,

to the extent not completely defined, shall be construed in accordance with

generally accepted accounting principles in the United States. To the extent

that the definitions of accounting terms in this Master Trust Agreement are

inconsistent with their meanings under generally accepted accounting

principles, the definitions contained in this Master Trust Agreement shall

control. Capitalized terms used in this Master Trust Agreement without

definition that are defined in the Uniform Commercial Code are used in this

Master Trust Agreement as defined in the Uniform Commercial Code.

(g) In the computation of a period of time from a specified date to a

later specified date or an open-ended period, the word "from" or "beginning"

means "from and including," the word "after" means "from but excluding," the

words "to" or "until" mean "to but excluding,"

 

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and the word "through" means "to and including." Likewise, in setting

deadlines or other periods, "by" means "on or before." The words "preceding,"

"following," and words of similar import, mean immediately preceding or

following. References to a month or a year refer to calendar months and

calendar years.

(h) Any reference to the enforceability of any agreement against a party

means that it is enforceable, subject as to enforcement against the party, to

applicable bankruptcy, insolvency, reorganization, and other similar laws of

general applicability relating to or affecting creditors' rights and to

general equity principles.

ARTICLE II

ORGANIZATION

Section 2.01. Name.

This Trust shall be known as "CWABS Master Trust," in which name the

Owner Trustee may issue Notes with a specific Series designation and otherwise

conduct the business of the Trust.

Section 2.02. Office.

The office of the Trust shall be in care of the Owner Trustee at "Rodney

Square North, 1100 North Market Street, Wilmington, DE 19890, Attention:

Corporate Trust Administration" or at any other address in the State of

Delaware that the Owner Trustee may designate by written notice to the

Depositor.

Section 2.03. Purposes and Powers.

(a) The Trust is authorized to engage in the following activities:

(i) to issue Notes in one or more Series pursuant to Indentures;

(ii) to issue Transferor Certificates in one or more Series pursuant

to this Master Trust Agreement and Series Trust Supplements;

(iii) to Grant Series Assets to an Indenture Trustee pursuant to an

Indenture;

(iv) to distribute to a Transferor pursuant to this Master Trust

Agreement, the Series Trust Supplements, and the other Transaction

Documents any portion of the related Series Assets released from the Lien

of the related Indenture and any other amounts provided for in the

related Sale and Servicing Agreement;

(v) to enter into and perform its obligations under the Transaction

Documents to which it becomes a party;

(vi) to engage in those activities, including entering into

agreements, that are appropriate to accomplish any of the foregoing or

are incidental to them; and

 

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(vii) subject to compliance with the Transaction Documents, to

engage in any other activities appropriate to conserve the Series Assets

of any subtrust and make distributions to any Transferor and the holders

of Notes.

The Trust shall not engage in any activity other than in connection with

the foregoing activities or other than as required or authorized by this

Master Trust Agreement or the other Transaction Documents.

Section 2.04. Appointment of Owner Trustee.

The Depositor appoints the Owner Trustee as trustee of the Trust and each

subtrust effective as of the date of this Master Trust Agreement and each

Series Trust Supplement, as the case may be, to have all the rights and

obligations in this Master Trust Agreement and each Series Trust Supplement.

Section 2.05. Initial Capital Contribution of Series Assets.

The Depositor hereby remits to the Owner Trustee the sum of $1. The Owner

Trustee hereby acknowledges receipt in trust from the Depositor of the

foregoing contribution. The Depositor shall pay organizational expenses of the

Trust as they may arise or shall promptly reimburse the Owner Trustee on

request for any such expenses paid by the Owner Trustee.

Section 2.06. Declaration of Trust. The Owner Trustee hereby declares

that it will hold the Series Assets of each subtrust in trust, on the terms of

the related Agreement, for the benefit of the related Transferor, subject to

the obligations of the Trust under the related Transaction Documents. The

Trust is a business trust under the Business Trust Statute and this Master

Trust Agreement and the Series Trust Supplements are the governing instruments

of the business trust. The Owner Trustee shall have all rights and obligations

in the Agreements and in the Business Trust Statute for accomplishing the

purposes of the Trust. The Owner Trustee shall file with the Secretary of

State of the State of Delaware a Certificate of Trust of the Trust.

Section 2.07. Liability of the Transferor.

Except to the extent otherwise provided in this Master Trust Agreement or

in the other Transaction Documents, the Transferor shall be entitled to the

same limitation of personal liability extended to stockholders of private

corporations for profit organized under the general corporation law of the

State of Delaware.

Section 2.08. Title to Trust Property.

Legal title to all the Series Assets shall be vested in the Trust as a

separate legal entity except where applicable law in any jurisdiction requires

title to any part of the Series Assets to be vested in a trustee, in which

case title shall be vested in the Owner Trustee or any co-trustee or separate

trustee, as the case may be.

The Trust is a series trust pursuant to Sections 3804 and 3806(b)(2) of

the Business Trust Statute, and each series (called a subtrust) shall be a

separate series of the Trust within the

 

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meaning of Section 3806(b)(2) of the Business Trust Statute. As such, separate

and distinct records shall be maintained by the Trust for each subtrust and

the assets of the Trust associated with a particular subtrust shall be held

and accounted for by the Trust separately from the assets of any other

subtrust and from any other assets of the Trust. The debts, liabilities,

obligations, and expenses incurred, contracted for, or otherwise existing with

respect to a particular subtrust shall be enforcable against the assets of the

particular subtrust only, and not against the assets of the Trust generally,

or the assets of any other subtrust. None of the debts, liabilities,

obligations, and expenses incurred, contracted for, or otherwise existing with

respect to a particular subtrust shall be enforcable against the assets of any

other subtrust.

Section 2.09. Location of Trust.

The Trust will be located in Delaware and administered in Delaware. Any

bank accounts maintained by the Owner Trustee on behalf of the Trust shall be

located in Delaware or Illinois. The Trust shall not have any employees in any

State other than Delaware. Nothing in this Master Trust Agreement shall

restrict the Owner Trustee from having employees within or without Delaware.

Payments will be received by the Trust only in Delaware, Illinois, or

California, and payments will be made by the Trust only from Delaware or

Illinois.

Section 2.10. Representations and Warranties of Depositor.

The Depositor represents and warrants to the Owner Trustee as of the date

of this Agreement, and as to any Transaction Document, as of its datethat:

(a) Organization and Good Standing. The Depositor is a corporation duly

organized and validly existing under the laws of Delaware, with full power and

authority to own its properties and to conduct its business as presently owned

or conducted and to execute, deliver, and perform the Agreements and any other

document related to the Agreements to which it is a party and to perform its

obligations as contemplated by them.

(b) Due Qualification. The Depositor is duly qualified to do business as

a Delaware corporation in good standing and has obtained all necessary

licenses and approvals in each jurisdiction in which failure to so qualify or

to obtain required licenses or approvals would have a material adverse effect

on its ability to perform its obligations under the Agreements and the

Transaction Documents to which the Depositor is a party.

(c) Due Authorization; Enforceability. The Depositor has full power and

authority to execute, deliver, and perform the Agreements and the Transaction

Documents to which it is a party and to carry out their respective terms. The

Depositor has full power and authority to sell and assign the Series Assets to

be deposited with any subtrust of the Trust, and the Depositor has duly

authorized that sale and assignment and deposit to any subtrust of the Trust

by all necessary action. The execution, delivery, and performance by the

Depositor of the Agreements and the Transaction Documents to which the

Depositor is a party have been duly authorized by the Depositor by all

necessary action. The Agreements and the Transaction Documents executed by the

Depositor have been duly executed and delivered and constitute the valid and

legally binding obligations of the Depositor enforceable against the Depositor

in accordance with their terms.

 

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(d) No Conflict. The Depositor's execution and delivery of the Agreements

and the Transaction Documents to which the Depositor is a party, performance

of the transactions contemplated by them, and fulfillment of their terms

applicable to the Depositor do not conflict with any requirements of law

applicable to the Depositor or conflict with, result in any breach of any of

the provisions of, or with or without notice or lapse of time constitute a

default under, any indenture, contract, or other instrument to which the

Depositor is a party or by which it or its properties are bound.

(e) Consents. No authorization, consent, license, order, or approval of

or registration or declaration with, any governmental authority is required to

be obtained, effected, or given by the Depositor in connection with the

execution and delivery of the Agreements or the Transaction Documents by the

Depositor or its performance of its obligations under any of them or the

transactions contemplated by any of them, or the transfer of the Series Assets

to any subtrust of the Trust.

(f) Litigation. No actions, proceedings, or investigations are pending

or, to the best of the Depositor's knowledge, threatened against the Depositor

before any governmental authority having jurisdiction over the Depositor

(i) asserting the invalidity of any Agreement or any Transaction

Documents to which the Depositor is a party,

(ii) seeking to prevent the consummation of any of the transactions

contemplated by any Agreement or any Transaction Documents to which the

Depositor is a party,

(iii) seeking any determination that might materially and adversely

affect the performance by the Depositor of its obligations under, or the

validity or enforceability of, any Agreement or any Transaction Documents

to which the Depositor is a party, or

(iv) seeking to affect adversely the income tax attributes of any

subtrust of the Trust under the United States federal or New York State

or Delaware income tax law.

ARTICLE III

THE TRANSFEROR CERTIFICATES

 

Section 3.01. Initial Beneficiary of Trust.

Upon the formation of the Trust by the contribution by the Depositor

pursuant to Section 2.05 and until the creation of a subtrust and the issuance

of a Transferor Certificate for a subtrust, the Depositor shall be the sole

beneficiary of the Trust.

Section 3.02. The Transferor Certificates.

(a) Pursuant to Section 3806(b)(2) of the Business Trust Statute, the

Trust may issue Transferor Certificates in one or more Series, the principal

terms of which shall be in a Series Trust Supplement for the Series. The

Transferor Certificates of all outstanding Series shall be

 

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equally and ratably entitled to the benefits of this Master Trust Agreement,

without preference, priority, or distinction, except, with respect to any

Series as provided in the related Series Trust Supplement and except that no

Transferor Certificate shall have any interest in any subtrust or the assets

of any subtrust other than its related subtrust.

(b) By the issuance date of any Transferor Certificate, the Depositor and

the Owner Trustee shall execute and deliver a Series Trust Supplement

specifying the principal terms of the Series. The terms of the Series Trust

Supplement may change the terms of this Master Trust Agreement solely as

applied to its Series and subtrust. If a conflict exists between this Master

Trust Agreement and any Series Trust Supplement, the Series Trust Supplement

shall be controlling for its Series and subtrust. An issuance of Transferor

Certificates by the Trust is subject to the satisfaction of the following

conditions:

(i) By the fifth Business Day before the issuance date of the

Series, the Administrator shall have given the Servicer, the Indenture

Trustee, the Owner Trustee, each Rating Agency, and any Credit Enhancer

written notice of the issuance and its issuance date. The notice shall

state the designation of the Series.

(ii) The Administrator shall have delivered to the Depositor, the

Indenture Trustee, and the Owner Trustee, at least five Business Days

before the issuance date of the Series, the related Series Trust

Supplement, in form satisfactory to the Owner Trustee, specifying the

principal terms of the Series.

When the above conditions are satified the Depositor and the Owner

Trustee shall execute the Series Trust Supplement and shall execute, deliver,

and authenticate the Transferor Certificates of the new Series to the order of

the Depositor. Notwithstanding the provisions of this Section, before the

execution of any Series Trust Supplement, the Owner Trustee may request and

rely on an Opinion of Counsel stating that the execution of the Series Trust

Supplement is authorized or permitted by this Master Trust Agreement and any

Series Trust Supplement related to any outstanding Series. The Owner Trustee

may, but shall not be obligated to, enter into any Series Trust Supplement

that adversely affects the Owner Trustee's own rights, duties, or immunities

under this Master Trust Agreement.

(c) The Transferor Certificates will be substantially in the forms

specified in the relevant Series Trust Supplement and will, on original issue,

be executed, authenticated, and delivered by the Owner Trustee to the order of

the Depositor concurrently with the transfer of the related Mortgage Loans to

the Trust.

(d) The Transferor Certificates will be executed by manual or facsimile

signature on behalf of the Owner Trustee by an authorized officer. Transferor

Certificates bearing the manual or facsimile signatures of individuals who

were, at the time their signatures were affixed, authorized to sign on behalf

of the Owner Trustee shall bind the Trust, notwithstanding that any of them

have ceased to be so authorized before the authentication and delivery of the

Transferor Certificates or did not hold such offices at the date of the

Transferor Certificate. The Transferor Certificates will not be book-entry

certificates.

 

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Section 3.03. Authentication of Transferor Certificates.

No Transferor Certificate shall be entitled to any benefit under this

Master Trust Agreement, or be valid for any purpose, unless the Transferor

Certificate is manually authenticated by the Owner Trustee substantially in

the form provided for in the relevant Agreement, and the authentication on any

Transferor Certificate will be conclusive evidence, and the only evidence,

that the Transferor Certificate has been duly authenticated and delivered. All

Transferor Certificates shall be dated the date of their authentication.

The Trust initially appoints the Indenture Trustee to act as the

authentication agent of the Owner Trustee. All references to the

authentication of the Transferor Certificates shall be considered to include

the authentication agent.

Section 3.04. Registration of and Transfer and Exchange of Transferor

Certificates.

The Trust shall keep a Transferor certificate register (the "Certificate

Register") in which, subject to any reasonable regulations it may prescribe,

the Trust shall provide for the registration of the Transferor Certificates

and, to the extent permitted by this Master Trust Agreement and any related

Series Trust Supplement, of transfers and exchanges of the Transferor

Certificates. The certificate registrar (the "Certificate Registrar") is

initially the Indenture Trustee.

Whenever any Transferor Certificate is surrendered for registration of

transfer at the office or agency of the Certificate Registrar maintained for

that purpose and the conditions of this Section have been satisfied, the Owner

Trustee, on behalf of the Trust, shall execute, authenticate, and deliver in

the name of the designated transferees, one or more new Transferor

Certificates of the same Series in authorized denominations of a like

aggregate amount dated the date of authentication by the Owner Trustee or any

authenticating agent.

At the option of its Holder, each Transferor Certificate may be exchanged

for other Transferor Certificates of the same Series, in authorized

denominations of a like aggregate amount, by surrendering the Transferor

Certificate to be exchanged at the office or agency of the Certificate

Registrar maintained for that purpose.

Every Transferor Certificate presented or surrendered for registration of

transfer or exchange shall be accompanied by a written instrument of transfer

in form satisfactory to the Owner Trustee and the Certificate Registrar duly

executed by the Certificateholder or an attorney-in-fact for the

Certificateholder duly authorized in writing. Each transfer must satisfy all

transfer restrictions in the Transferor Certificates a


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