Common use of Conveyance of REMIC III; REMIC Election and Designations Clause in Contracts

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 R Certificates) and the Class R-2 Certificates)R-3 Residual Interest. The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 R Certificates) and the creation of the Class R-2 Certificates)R-3 Residual Interest. The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders Holders of the Certificates (other than the Class R-1 R Certificates) and the Class R-2 Certificateholders)R-3 Residual Interest, without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then105

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders Holders of the Certificates (other than the Class R-1 and Class R-2 CertificateholdersCertificates), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed the grant of a pledge of security interest in the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee of, and the Company hereby grants to the Trustee, to secure all of the Company's obligations hereunder, a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) The REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, the security agreements and guaranties constituting 100 part of the related Additional Collateral, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account, the Class III-A-19 Reserve Fund, the Rounding Account and all money or other property held therein, and the Custodial Accounts for P&I, the Custodial Accounts for Reserves and any Buydown Fund Account (to the extent of the amounts on deposit therein attributable to the Mortgage Loans); (iii) the Certificate Insurance Policy and amounts paid or payable by the insurer under the Surety Bond (with respect to the Additional Collateral Loans), any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; and (iv) all rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount); (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals, and investment property consisting of, arising from or relating to any of the foregoing; and (III) All proceeds of the foregoing; (c) the possession by the Trustee of any of the foregoing property shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313 and 9-314 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable, for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Tax Matters Person shall, on behalf of the REMIC III Trust Fund, elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the "startup day" of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table and the notes thereto contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any of the Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 R Certificates) and the Class R-2 Certificates)R-3 Residual Interest. The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 R Certificates) and the creation of the Class R-2 Certificates)R-3 Residual Interest. The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates)) and the Certificate Insurer. The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders Holders of the Certificates (other than the Class R-1 and Class R-2 CertificateholdersCertificates), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates 77 (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed the grant of a pledge of security interest in the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee, to secure all of the Company's obligations hereunder, of a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) The uncertificated REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account, the Rounding Account, the Class II-A-3 Reserve Fund and all money or other property held therein, and the Custodial Accounts for P&I and the Custodial Accounts for Reserves (to the extent of the amounts on deposit therein attributable to the Mortgage Loans); (iii) the Certificate Insurance Policy and amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; and (iv) all rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount); (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the foregoing; and (III) All proceeds of the foregoing; (c) the possession by the Trustee of any of the foregoing property shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Tax Matters Person shall, on behalf of the REMIC III Trust Fund, elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the "startup day" of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table and the notes thereto contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any of the Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, thenthen (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee of a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) All accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the property described below: The uncertificated REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account, the Rounding Accounts and all money or other property held therein, and the Custodial Accounts for P&I and the Custodial Accounts for Reserves (to the extent of the amounts on deposit therein attributable to the Mortgage Loans); (iii) amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; (iv) all property or rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount), and (v) all cash and non-cash proceeds of the collateral described in (i)-(iv) above; (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, investment property and other rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (I) above (including any accrued discount realized on liquidation of any investment purchased at a discount); and (III) All cash and non-cash proceeds of the collateral described in (I) and (II) above; (c) the possession by the Trustee of the Mortgage Notes, the Mortgages and such other goods, letters of credit, advices of credit, instruments, money, documents, chattel paper or certificated securities shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9- 305 and 9-115 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Company and the Trustee agree that the Company, on behalf of 116 the REMIC III Trust Fund, shall elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of the REMIC constituted by the REMIC III Trust Fund for its first taxable year. The Closing Date is hereby designated as the "startup day" of the REMIC constituted by the REMIC III Trust Fund within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. The parties intend that the affairs of the REMIC III Trust Fund formed hereunder shall constitute, and that the affairs of the REMIC III Trust Fund shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Company covenants and agrees that it shall act as agent for the Tax Matters Person (and the Company is hereby appointed to act as Tax Matters Person) on behalf of the REMIC III Trust Fund and that in such capacity it shall: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes. In the event that any tax is imposed on "prohibited transactions" of the REMIC III Trust Fund as defined in Section 860F of the Code and not paid by the Company pursuant to clause (f) of the preceding

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Class III-A-4-PO and Class III-A-4-IO Regular Interests and the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the creation of the Class III-A-4-PO and Class III-A-4-IO Regular Interests and for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Holders of the Class III-A-4- PO and Class III-A-4-IO Regular Interests and the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Class III-A-4-PO and Class III-A-4-IO Regular Interests and the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed the grant of a pledge of security interest in the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee, to secure all of the Company's obligations hereunder, of a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) The uncertificated REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, the security agreements and guaranties constituting part of the Additional Collateral, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account and all money or other property held therein, and the Custodial Accounts for P&I and the Custodial Accounts for Reserves (to the extent of the amounts on deposit therein attributable to the Mortgage Loans); (iii) amounts paid or payable by the insurer under the Surety Bonds (with respect to the Additional Collateral Loans), any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; and (iv) all rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount); (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the foregoing; and (III) All proceeds of the foregoing; (c) the possession by the Trustee of any of the foregoing property shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Tax Matters Person shall, on behalf of the REMIC III Trust Fund, elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the "startup day" of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table and the notes thereto contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Holders of the Class III-A-4-PO and Class III-A-4-IO Regular Interests and the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any of the Class III-A-4-PO and Class III-A-4-IO Regular Interests and the Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders Holders of the Certificates (other than the Class R-1 and Class R-2 CertificateholdersCertificates), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed the grant of a pledge of security interest in the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee, to secure all of the Company's obligations hereunder, of a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) The uncertificated REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account, the Rounding Accounts and all money or other property held therein, and the Custodial Accounts for P&I, the Custodial Accounts for Reserves and any Buydown Fund Account (to the extent of the amounts on deposit therein attributable to the Mortgage Loans); (iii) the Certificate Insurance Policy and amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; and (iv) all rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount); (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the foregoing; and (III) All proceeds of the foregoing; (c) the possession by the Trustee of any of the foregoing property shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, 103 or persons holding for, the Trustee, as applicable for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Tax Matters Person shall, on behalf of the REMIC III Trust Fund, elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the "startup day" of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table and the notes thereto contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any of the Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any 104 federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee ------------ is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby agree to irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders), without 105 recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee of a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) All accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the property described below: The uncertificated REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account, the Custodial Accounts for P&I, the Custodial Accounts for Reserves, the Reserve Fund, and all money or other property held therein; (iii) amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; (iv) all property or rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount), and (v) all cash and non-cash proceeds of the collateral described in (i)-(iv) above; (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, investment property and other rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (I) above (including any accrued discount realized on liquidation of any investment purchased at a discount); and (III) All cash and non-cash proceeds of the collateral described in (I) and (II) above; (c) the possession by the Trustee of the Mortgage Notes, the Mortgages and such other goods, letters of credit, advices of credit, instruments, money, documents, chattel paper or certificated securities shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Company and the Trustee agree that the Company, on behalf of the REMIC III Trust Fund, shall elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of the REMIC constituted by the REMIC III Trust Fund for its first taxable year. The Closing Date is hereby designated as the "startup day" of the REMIC constituted by the REMIC III Trust Fund within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. 107 The parties intend that the affairs of the REMIC III Trust Fund formed hereunder shall constitute, and that the affairs of the REMIC III Trust Fund shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Company covenants and agrees that it shall act as agent for the Tax Matters Person (and the Company is hereby appointed to act as Tax Matters Person) on behalf of the REMIC III Trust Fund and that in such capacity it shall: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 R Certificates) and the Class R-2 Certificates)R-3 Residual Interest. The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 R Certificates) and the creation of the Class R-2 Certificates)R-3 Residual Interest. The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street 102 Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 R Certificates) and the Class R-2 Certificates)R-3 Residual Interest. The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 R Certificates) and the creation of the Class R-2 Certificates)R-3 Residual Interest. The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders Holders of the Certificates (other than the Class R-1 R Certificates) and the Class R-2 Certificateholders)R-3 Residual Interest, without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, thenwith

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee of a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) All accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the property described below: The uncertificated REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account, the Rounding Accounts and all money or other property held therein, and the Custodial Accounts for P&I and the Custodial Accounts for Reserves (to the extent of the amounts on deposit therein attributable to the Mortgage Loans); (iii) amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; (iv) all property or rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount), and (v) all cash and non-cash proceeds of the collateral described in (i)-(iv) above; (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, investment property and other rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (I) above (including any accrued discount realized on liquidation of any investment purchased at a discount); and (III) All cash and non-cash proceeds of the collateral described in (I) and (II) above; (c) the possession by the Trustee of the Mortgage Notes, the Mortgages and such other goods, letters of credit, advices of credit, instruments, money, documents, chattel paper or certificated securities shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9- 305 and 9-115 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Tax Matters Person shall, on behalf of the REMIC III Trust Fund, elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the "startup day" of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of 77 New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders Holders of the Certificates (other than the Class R-1 and Class R-2 CertificateholdersCertificates), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed the grant of a pledge of security interest in the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee, to secure all of the Company's obligations hereunder, of a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) The uncertificated REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account and all money or other property held therein, and the Custodial Accounts for P&I, the Custodial Accounts for Reserves and any Buydown Fund Account (to the extent of the amounts on deposit therein attributable to the Mortgage Loans); (iii) amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; and (iv) all rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount); (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the foregoing; and (III) All proceeds of the foregoing; (c) the possession by the Trustee of any of the foregoing property shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Tax Matters Person shall, on behalf of the REMIC III Trust Fund, elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the "startup day" of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table and the notes thereto contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any of the Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

Conveyance of REMIC III; REMIC Election and Designations. A trust ("REMIC III") of which the Trustee is the trustee is hereby created under the laws of the State of New York for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates). The purpose of REMIC III is to hold the REMIC III Trust Fund and provide for the issuance, execution and delivery of the Certificates (other than the Class R-1 and Class R-2 Certificates). The assets of REMIC III shall consist of the REMIC III Trust Fund. REMIC III shall be irrevocable. The assets of REMIC III shall remain in the custody of the Trustee, on behalf of REMIC III, and shall be kept in REMIC III. Moneys to the credit of REMIC III shall be held by the Trustee and invested as provided herein. All assets received and held in REMIC III will not be subject to any right, charge, security interest, lien or claim of any kind in favor of State Street Bank and Trust Company in its own right, or any Person claiming through it. The Trustee, on behalf of REMIC III, shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of REMIC III to any Person, except as permitted herein. No creditor of a beneficiary of REMIC III, of the Trustee, of the Master Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of REMIC III, except in accordance with the terms of this Agreement. Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trustee in trust for the benefit of the Certificateholders Holders of the Certificates (other than the Class R-1 and Class R-2 CertificateholdersCertificates), without recourse, all the Company's right, title and interest in and to the REMIC III Trust Fund, including all interest and principal received by the Company on or with respect to the REMIC II Regular Interests after the Cut-Off Date. The Trustee hereby accepts REMIC III created hereby and accepts delivery of the REMIC III Trust Fund on behalf of REMIC III and acknowledges that it holds the REMIC II Regular Interests for the benefit of the Holders of the Certificates (other than the Class R-1 and Class R-2 Certificates) issued pursuant to this Agreement. It is the express intent of the parties hereto that the conveyance of the REMIC III Trust Fund to the Trustee by the Company as provided in this Section 2.07 be, and be construed as, an absolute sale of the REMIC III Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed the grant of a pledge of security interest in the REMIC III Trust Fund by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC III Trust Fund is held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the REMIC III Trust Fund, then (a) this Agreement shall be deemed to be a security agreement; (b) the conveyance provided for in this Section 2.07 shall be deemed to be a grant by the Company to the Trustee of, and the Company hereby grants to the Trustee, to secure all of the Company's obligations hereunder, a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (I) The REMIC II Regular Interests, including without limitation all rights represented thereby in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, and Cooperative Leases, all Substitute Mortgage Loans and all distributions with respect to such Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date, (ii) the Certificate Account, the Investment Account and all money or other property held therein, and the Custodial Accounts for P&I, the Custodial Accounts for Reserves and any Buydown Fund Account (to the extent of the amounts on deposit therein attributable to the Mortgage Loans); (iii) amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; and (iv) all rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (i)-(iii) above (including any accrued discount realized on liquidation of any investment purchased at a discount); (II) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals, and investment property consisting of, arising from or relating to any of the foregoing; and (III) All proceeds of the foregoing; (c) the possession by the Trustee of any of the foregoing property shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313 and 9-314 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trustee, as applicable, for the purpose of perfecting such security interest under applicable law. The Company and the Trustee shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the REMIC III Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. The Trustee is authorized, with the Master Servicer's consent, to appoint any bank or trust company approved by and unaffiliated with each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.07, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for actions of any such Custodian only to the extent it would otherwise be responsible for such acts hereunder. The Tax Matters Person shall, on behalf of the REMIC III Trust Fund, elect to treat the REMIC III Trust Fund as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the "startup day" of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table and the notes thereto contained in the Preliminary Statement hereto) relating to the REMIC III Trust Fund are hereby designated as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class R-3 Certificates are being issued in a single Class, which is hereby designated as the sole class of "residual interest" in the REMIC III Trust Fund for purposes of Section 860G(a)(2) of the Code. (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for the REMIC III Trust Fund when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of the REMIC III Trust Fund, to be treated as a REMIC on the federal tax return of the REMIC III Trust Fund for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders (other than the Class R-1 and Class R-2 Certificateholders) all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of the REMIC III Trust Fund at all times that any of the Certificates are outstanding so as to maintain the status of the REMIC III Trust Fund as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the REMIC III Trust Fund; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on the REMIC III Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from the REMIC III Trust Fund for any such prohibited transaction penalty taxes if the Company's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.