to  the  material  terms  of  the  waiver  and  to  not  transfer  the  Sponsor  CLC  or  Trust  CLC,  as applicable, to any subsequent purchaser that has not executed a written agreement substantially similar  in  form  and  substance  to  the  agreement  executed  by  such  purchaser.  The  waiver effected by the Sponsor, together with the transfer restrictions in the Sponsor Agreement and Trust Agreement, will effectively permit the related Ginnie Mae Issuer to extend the maturity of the Ginnie Mae CLCs in its sole discretion, subject only to the prior written approval of Ginnie Mae. Each Trust CLC will provide for the payment to the Trust of monthly payments of interest equal  to  a  pro  rata  share  of  the  interest  payments  on  the  underlying  Mortgage  Loan,  less applicable servicing and guaranty fees. The Trust will not be entitled to receive any payments of principal collected on the related Mortgage Loan as long as the Trust CLC is outstanding. During such period any prepayments and other recoveries of principal (other than proceeds from the liquidation of the Mortgage Loan) or any Prepayment Penalties on the underlying Mortgage Loan received by the Ginnie Mae Issuer will be deposited into a non-interest bearing escrow account (the "P&I Custodial Account"). Any such amounts will be held for distribution to the Trust (unless otherwise negotiated between the Ginnie Mae issuer and the contracted security purchaser) on the earliest of (i) the liquidation of the mortgage loan, (ii) at the related Ginnie Mae Issuer's option, either (a) the first Ginnie Mae Certificate Payment Date of the Ginnie Mae Project Loan Certificate following the conversion of the Ginnie Mae Construc- tion  Loan  Certificate  or  (b)  the  date  of  conversion  of  the  Ginnie  Mae  Construction  Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii) the applicable Maturity Date. However,  the  Holders  of  the  Securities  will  not  receive  any  such  amounts  until  the  next Distribution Date and will not be entitled to receive any interest on such amounts. At any time following the final endorsement of the underlying Mortgage Loan by FHA, prior to  the  Maturity  Date  and  upon  satisfaction  of  the  prerequisites  for  conversion  outlined  in Chapter 32 of the MBS Guide, Ginnie Mae Construction Loan Certificates will be redeemed for Ginnie Mae Project Loan Certificates. The Ginnie Mae Project Loan Certificates will be issued at the identical interest rate as the Ginnie Mae Construction Loan Certificates. The aggregate principal amount of the Ginnie Mae Project Loan Certificates may be less than or equal to the aggregate  amount  of  advances  that  has  been  disbursed  and  insured  on  the  Mortgage  Loan underlying the related Ginnie Mae Construction Loan Certificates. Any difference between the principal balance of the Ginnie Mae Construction Loan Certificates and the principal balance of the Ginnie Mae Project Loan Certificates issued at conversion will be disbursed to the holders of the Ginnie Mae Construction Loan Certificates as principal upon conversion. The Trust PLCs Each Trust PLC will be based on and backed by one or more multifamily Mortgage Loans with an original term to maturity of generally no more than 40 years. Each Trust PLC will provide for the payment to the registered holder of that Trust PLC of monthly payments of principal and interest equal to the aggregate amount of the scheduled monthly principal and interest payments on the Mortgage Loans underlying that Trust PLC, less applicable  servicing  and  guaranty  fees.  In  addition,  each  such  payment  will  include  any prepayments and other unscheduled recoveries of principal of, and any Prepayment Penalties on, the underlying Mortgage Loans to the extent received by the Ginnie Mae Issuer during the month preceding the month of the payment. S-14