Common use of Conveyance of the REMIC Clause in Contracts

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II by the Trustee; Issuance of Class R Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests for the benefit of the Class R Certificateholders and REMIC II (as holder of the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II (as holder of the REMIC I Regular Interests). The rights of the Class R Certificateholders and REMIC II (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates and REMIC II Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II Certificates, constitute the entire beneficial ownership interest in REMIC II.

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II II, REMIC III and REMIC IV by the Trustee; Issuance of Class R Certificates. . (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the TrusteeTrustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the Holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests for (which are uncertificated) and the benefit Class R Certificates (in respect of the Class R Certificateholders and REMIC R-II (as holder of the REMIC I Regular InterestsInterest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will shall hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II (as holder the Holders of the REMIC I II Regular Interests). The rights of Interests and the Class R Certificateholders and REMIC II Certificates (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates and REMIC R-II Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominationsInterest). The interests evidenced by the Class R CertificatesR-II Interest, together with the REMIC II CertificatesRegular Interests, constitute the entire beneficial ownership interest in REMIC II. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest, together with the Regular Certificates (other than the Class CE Certificates and the Class P Certificates), the Class CE Interest and the Class P Interest, constitute the entire beneficial ownership interest in REMIC III. (d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class CE Interest (which is uncertificated) for the benefit of the Holders of the Class CE Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the Class CE Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class CE Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest and the Class CE Certificates, constitute the entire beneficial ownership interest in REMIC IV. (e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC V.

Conveyance of the REMIC. I II Regular Interests; Acceptance of REMIC II III by the Trustee; Issuance of Class R Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I II Regular Interests for the benefit of the Class R R- Certificateholders and REMIC II III (as holder of the REMIC I II Regular Interests). The Trustee acknowledges receipt of the REMIC I II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II III (as holder of the REMIC I II Regular Interests). The rights of the Class R Certificateholders and REMIC II III (as holder of the REMIC I II Regular Interests) to receive distributions from the proceeds of REMIC II III in respect of the Class R Certificates and REMIC II III Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II III Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I II Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II III Certificates, constitute the entire beneficial ownership interest in REMIC IIIII.

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II II, REMIC III, REMIC IV, REMIC V and REMIC VI by the Trustee; Issuance of Class R Certificates. . (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the TrusteeTrustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the Holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests for (which are uncertificated) and the benefit Class R Certificates (in respect of the Class R Certificateholders and REMIC R-II (as holder of the REMIC I Regular InterestsInterest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will shall hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II (as holder the Holders of the REMIC I II Regular Interests). The rights of Interests and the Class R Certificateholders and REMIC II Certificates (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates and REMIC R-II Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominationsInterest). The interests evidenced by the Class R CertificatesR-II Interest, together with the REMIC II CertificatesRegular Interests, constitute the entire beneficial ownership interest in REMIC II. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest, together with the Regular Certificates (other than the Class CE Certificates and the Class P Certificates), the Class CE Interest, the Class P Interest and the Class SWAP-IO Interest, constitute the entire beneficial ownership interest in REMIC III. (d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class CE Interest (which is uncertificated) for the benefit of the Holders of the Class CE Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the Class CE Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class CE Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest and the Class CE Certificates, constitute the entire beneficial ownership interest in REMIC IV. (e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC V. (f) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class SWAP-IO Interest (which is uncertificated) for the benefit of the Holders of REMIC VI Regular Interest SWAP-IO and the Class R-X Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges receipt of the Class SWAP-IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of REMIC VI Regular Interest SWAP-IO and the Class R-X Certificates (in respect of the Class R-VI Interest). The interests evidenced by the Class R-VI Interest, together with REMIC VI Regular Interest SWAP-IO, constitute the entire beneficial ownership interest in REMIC VI.

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II I, REMIC II, REMIC III and REMIC IV by the Trustee; Issuance of Class R Certificates and Class R-X Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee, without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I Regular Interests for the benefit of the Class R Certificateholders (in respect of the Class R-I Interest) and REMIC II (as the holder of the REMIC I Regular Interests (which are uncertificated). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Class R Certificateholders (in respect of the Class R-I Interest) and the holder of the REMIC I Regular Interests (which are uncertificated). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC II Regular Interests and the Class R Certificates (in respect of the Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will shall hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II (as holder the Holders of the REMIC I II Regular Interests). The rights of Interests and the Class R Certificateholders and REMIC II Certificates (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R R-II Interest). The interests evidenced by the Class R-II Interest, together with the Regular Certificates (other than the Class CE Certificates and the Class P Certificates), the Class CE Interest and the Class P Interest, constitute the entire beneficial ownership interest in REMIC II. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Certificates, respectively, Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC III Regular Interests and all ownership interests evidenced or constituted by the Class R Certificates and (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R-X Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest and the Class CE Certificates, constitute the entire beneficial ownership interest in REMIC III. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall be as set forth hold the same in this Agreementtrust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC IV. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the a written request of the Depositor executed by an officer of the Depositor or Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC I Regular Interests, the REMIC II Certificates, the Class CE Interest and the Class P Interest, constitute the entire beneficial ownership interest in REMIC I and REMIC II. The Trustee acknowledges the assignment to it of the Class CE Interest and Class P Interest and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R-X Certificates in authorized denominations. The interests evidenced by the Class R-X Certificates, together with the Class CE Certificates and the Class P Certificates, constitute the entire beneficial ownership interest in REMIC IIIII and REMIC IV.

Conveyance of the REMIC. I Regular Interests; Acceptance Issuance and Conveyance of REMIC II by the Trustee; Issuance of Class R CertificatesX Interest, the Class P Interest, and the Class IO Interest. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse recourse, all the right, title and interest of the Depositor in and to the REMIC I Regular Interests for the benefit of the Class R Certificateholders R-2 Interest and REMIC II (as holder of the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R Certificateholders R-2 Interest and REMIC II (as holder of the REMIC I Regular Interests). The rights of the Holder of the Class R Certificateholders R-2 Interest and REMIC II (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates R-2 Interest and the REMIC II CertificatesRegular Interests, respectively, and all ownership interests evidenced or constituted by the Class R Certificates R-2 Interest and the REMIC II Regular Interests, shall be as set forth in this Agreement. The Class R-2 Interest and the REMIC II Regular Interests shall constitute the entire beneficial ownership interest in REMIC II. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the REMIC II Regular Interests for the benefit of the Class R-3 Interest and REMIC III (as holder of the REMIC II Regular Interests). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-3 Interest and REMIC III (as holder of the REMIC II Regular Interests). The rights of the Holder of the Class R-3 Interest and REMIC III (as holder of the REMIC II Regular Interests) to receive distributions from the proceeds of REMIC III in respect of the Class R-3 Interest and the Regular Certificates (other than the Class X and Class P Certificates), the Class X Interest, the Class P Interest and the Class IO Interest, respectively, and all ownership interests evidenced or constituted by the Class R-3 Interest and the Regular Certificates (other than the Class X and Class P Certificates), the Class X Interest, the Class P Interest and the Class IO Interest, shall be as set forth in this Agreement. The Class R-3 Interest, the Regular Certificates (other than the Class X and Class P Certificates), the Class X Interest, the Class P Interest and the Class IO Interest shall constitute the entire beneficial ownership interest in REMIC III. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the Class X Interest for the benefit of the Class R-1V Interest and REMIC IV (as holder of the Class X Interest). The Trustee acknowledges receipt of the Class X Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-1V Interest and REMIC IV (as holder of the Class X Interest). The rights of the Holder of the Class R-1V Interest and REMIC IV (as holder of the Class X Interest) to receive distributions from the proceeds of REMIC IV in respect of the Class R-1V Interest, the Class X Certificates, and all ownership interests evidenced or constituted by the Class R-1V Interest and the Class X Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith Class R-1V Interest and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R X Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II Certificates, shall constitute the entire beneficial ownership interest in REMIC IIIV. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the Class P Interest for the benefit of the Class R-5 Interest and REMIC V (as holder of the Class P Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-5 Interest and REMIC V (as holder of the Class P Interest). The rights of the Holder of the Class R-5 Interest and REMIC V (as holder of the Class P Interest) to receive distributions from the proceeds of REMIC V in respect of the Class R-5 Interest, the Class P Certificates, and all ownership interests evidenced or constituted by the Class R-5 Interest and the Class P Certificates, shall be as set forth in this Agreement. The Class R-5 Interest and the Class P Certificates shall constitute the entire beneficial ownership interest in REMIC V. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the Class IO Interest for the benefit of the Class R-6 Interest and REMIC VI (as holder of the Class IO Interest). The Trustee acknowledges receipt of the Class IO Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-6 Interest and REMIC VI (as holder of the Class IO Interest). The rights of the Holder of the Class R-6 Interest and REMIC VI (as holder of the Class IO Interest) to receive distributions from the proceeds of REMIC VI in respect of the Class R-6 Interest, the REMIC VI Regular Interest IO Certificates, and all ownership interests evidenced or constituted by the Class R-6 Interest and the REMIC VI Regular Interest IO Certificates, shall be as set forth in this Agreement. The Class R-6 Interest and the REMIC VI Regular Interest IO Certificates shall constitute the entire beneficial ownership interest in REMIC VI.

Conveyance of the REMIC. I I-A Regular Interests, REMIC I-B Regular Interests and REMIC I-C Regular Interests; Acceptance of REMIC II by the Trustee; Issuance of Class R Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I I-A Regular Interests, the REMIC I-B Regular Interests and the REMIC I-C Regular Interests for the benefit of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I I-A -84- Regular Interests, the REMIC I-B Regular Interests and the REMIC I-C Regular Interests). The Trustee acknowledges receipt of the REMIC I I-A Regular Interests, the REMIC I-B Regular Interests and the REMIC I-C Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I I-A Regular Interests, the REMIC I-B Regular Interests and the REMIC I-C Regular Interests). The rights of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I I-A Regular Interests, the REMIC I-B Regular Interests and the REMIC I-C Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates R-II Interest and REMIC II CertificatesRegular Interests, respectively, and all ownership interests evidenced or constituted by the Class R Certificates R-II Interest and the REMIC II CertificatesRegular Interests, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II Certificates, constitute the entire beneficial ownership interest in REMIC II.

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II II, REMIC III and REMIC IV by the Trustee; Issuance of Class R Certificates. . (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the TrusteeTrustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the Holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests (which are uncertificated) for the benefit of the Class R Certificateholders and REMIC II (as holder Holders of the REMIC I II Regular InterestsInterests and the Class R Certificates (in respect of the Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will shall hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II (as holder the Holders of the REMIC I II Regular Interests). The rights of Interests and the Class R Certificateholders and REMIC II Certificates (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates and REMIC R-II Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominationsInterest). The interests evidenced by the Class R CertificatesR-II Interest, together with the REMIC II CertificatesRegular Interests, constitute the entire beneficial ownership interest in REMIC II. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest, together with the REMIC III Regular Interests, constitute the entire beneficial ownership interest in REMIC III. (d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC III Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC IV Regular Interests and the Class R Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the REMIC III Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC IV Regular Interests and the Class R Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest, together with the Regular Certificates (other than the Class CE Certificates and Class P Certificates), the Class CE Interest, Class P Interest, Class SWAP-IO Interest and the Group II SWAP-IO Interest, constitute the entire beneficial ownership interest in REMIC IV. (e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class CE Interest (which is uncertificated) for the benefit of the Holders of the Class CE Certificates and the Class R Certificates (in respect of the Class R-V Interest). The Trustee acknowledges receipt of the Class CE Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class CE Certificates and the Class R Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest, together with the Class CE Certificates, constitute the entire beneficial ownership interest in REMIC V. (f) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R Certificates (in respect of the Class R-VI Interest). The interests evidenced by the Class R-VI Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC VI. (g) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the SWAP-IO Interest (which is uncertificated) for the benefit of the Holders of REMIC VII Regular Interest SWAP-IO and the Class R Certificates (in respect of the Class R-VII Interest). The Trustee acknowledges receipt of the SWAP-IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC VII Regular Interest SWAP-IO and the Class R Certificates (in respect of the Class R-VII Interest). The interests evidenced by the Class R-VII Interest, together with REMIC VII Regular Interest SWAP-IO, constitute the entire beneficial ownership interest in REMIC VII. (h) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Group II SWAP-IO Interest (which is uncertificated) for the benefit of the Holders of REMIC VIII Regular Interest Group II SWAP-IO and the Class R Certificates (in respect of the Class R-VIII Interest). The Trustee acknowledges receipt of the Group II SWAP-IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC VIII Regular Interest Group II SWAP-IO and the Class R Certificates (in respect of the Class R-VIII Interest). The interests evidenced by the Class R-VIII Interest, together with REMIC VIII Regular Interest Group II SWAP-IO, constitute the entire beneficial ownership interest in REMIC VIII.

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II II, REMIC III, REMIC IV, REMIC V and REMIC VI by the Trustee; Issuance of Class R Certificates. . (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the TrusteeTrustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the Holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests (which are uncertificated) for the benefit of the Class R Certificateholders and REMIC II (as holder Holders of the REMIC I II Regular InterestsInterests and the Class R Certificates (in respect of the Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will shall hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II (as holder the Holders of the REMIC I II Regular Interests). The rights of Interests and the Class R Certificateholders and REMIC II Certificates (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates and REMIC R-II Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominationsInterest). The interests evidenced by the Class R CertificatesR-II Interest, together with the REMIC II CertificatesRegular Interests, constitute the entire beneficial ownership interest in REMIC II. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-IV Interest, together with the Regular Certificates and the Class SWAP-IO Interest, constitute the entire beneficial ownership interest in REMIC III. (d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class CE Interest (which is uncertificated) for the benefit of the Holders of the Class CE Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the Class CE Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class CE Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest and the Class CE Certificates, constitute the entire beneficial ownership interest in REMIC V. (e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC V. (f) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class SWAP-IO Interest (which is uncertificated) for the benefit of the Holders of REMIC VI Regular Interest SWAP-IO and the Class R-X Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges receipt of the Class SWAP-IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of REMIC VI Regular Interest SWAP-IO and the Class R-X Certificates (in respect of the Class R-VI Interest). The interests evidenced by the Class R-VI Interest, together with REMIC VI Regular Interest SWAP-IO, constitute the entire beneficial ownership interest in REMIC VI.

Conveyance of the REMIC. I III Regular Interests; Acceptance of REMIC II IV by the Trustee; Issuance of Class R Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I III Regular Interests for the benefit of the Class R R- Certificateholders and REMIC II IV (as holder of the REMIC I III Regular Interests). The Trustee acknowledges receipt of the REMIC I III Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II IV (as holder of the REMIC I III Regular Interests). The rights of the Class R Certificateholders and REMIC II IV (as holder of the REMIC I III Regular Interests) to receive distributions from the proceeds of REMIC II IV in respect of the Class R Certificates and REMIC II IV Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II IV Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I III Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II IV Certificates, constitute the entire beneficial ownership interest in REMIC IIIV.

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II II, REMIC III, REMIC IV, REMIC V, REMICVI, REMIC VII, REMIC VIII and REMIC IX by the Trustee; Issuance of Class R Certificates. . (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the TrusteeTrustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the Holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests (which are uncertificated) for the benefit of the Class R Certificateholders and REMIC II (as holder Holders of the REMIC I II Regular InterestsInterests and the Class R Certificates (in respect of the Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will shall hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II (as holder the Holders of the REMIC I II Regular Interests). The rights of Interests and the Class R Certificateholders and REMIC II Certificates (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates and REMIC R-II Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominationsInterest). The interests evidenced by the Class R CertificatesR-II Interest, together with the REMIC II CertificatesRegular Interests, constitute the entire beneficial ownership interest in REMIC II. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest, together with the REMIC III Regular Interests, constitute the entire beneficial ownership interest in REMIC III. (d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC III Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC IV Regular Interests and the Class R Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the REMIC III Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC IV Regular Interests and the Class R Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest, together with the REMIC IV Regular Interests, constitute the entire beneficial ownership interest in REMIC IV. (e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC IV Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC V Regular Interests and the Class R Certificates (in respect of the Class R-V Interest). The Trustee acknowledges receipt of the REMIC IV Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC V Regular Interests and the Class R Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest, together with the Regular Certificates (other than the Class CE Certificates and Class P Certificates), the Class CE Interest, Class P Interest, Class SWAP-IO Interest and the Class A-2B1 Swap-IO Interest, constitute the entire beneficial ownership interest in REMIC V. (f) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class CE Interest (which is uncertificated) for the benefit of the Holders of the Class CE Certificates and the Class R Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges receipt of the Class CE Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class CE Certificates and the Class R Certificates (in respect of the Class R-VI Interest). The interests evidenced by the Class R-VI Interest, together with the Class CE Certificates, constitute the entire beneficial ownership interest in REMIC VI. (g) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R Certificates (in respect of the Class R-VII Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R Certificates (in respect of the Class R-VII Interest). The interests evidenced by the Class R-VII Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC VII. (h) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class SWAP-IO Interest (which is uncertificated) for the benefit of the Holders of REMIC VIII Regular Interest SWAP-IO and the Class R Certificates (in respect of the Class R-VIII Interest). The Trustee acknowledges receipt of the Class SWAP-IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC VIII Regular Interest SWAP-IO and the Class R Certificates (in respect of the Class R-VIII Interest). The interests evidenced by the Class R-VIII Interest, together with REMIC VIII Regular Interest SWAP-IO, constitute the entire beneficial ownership interest in REMIC VIII. (i) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class A-2B1 Swap-IO Interest (which is uncertificated) for the benefit of the Holders of REMIC IX Regular Interest Class A-2B1 Swap-IO and the Class R Certificates (in respect of the Class R-IX Interest). The Trustee acknowledges receipt of the Class A-2B1 Swap-IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC IX Regular Interest Class A-2B1 Swap-IO and the Class R Certificates (in respect of the Class R-IX Interest). The interests evidenced by the Class R-IX Interest, together with REMIC IX Regular Interest Class A-2B1 Swap-IO, constitute the entire beneficial ownership interest in REMIC IX.

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II II, REMIC III, REMIC IV, REMIC V, REMIC VI and REMIC VII by the Trustee; Issuance of Class R Certificates. . (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the TrusteeTrustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the Holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests (which are uncertificated) for the benefit of the Class R Certificateholders and REMIC II (as holder Holders of the REMIC I II Regular InterestsInterests and the Class R Certificates (in respect of the Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will shall hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders and REMIC II (as holder the Holders of the REMIC I II Regular Interests). The rights of Interests and the Class R Certificateholders and REMIC II Certificates (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates and REMIC R-II Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates and the REMIC II Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominationsInterest). The interests evidenced by the Class R CertificatesR-II Interest, together with the REMIC II CertificatesRegular Interests, constitute the entire beneficial ownership interest in REMIC II. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest, together with the REMIC III Regular Interests, constitute the entire beneficial ownership interest in REMIC III. (d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC III Regular Interests (which are uncertificated) for the benefit of the Holders of the REMIC IV Regular Interests and the Class R Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the REMIC III Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC IV Regular Interests and the Class R Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest, together with the Regular Certificates and the Class SWAP-IO Interest, constitute the entire beneficial ownership interest in REMIC IV. (e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class CE Interest (which is uncertificated) for the benefit of the Holders of the Class CE Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The Trustee acknowledges receipt of the Class CE Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class CE Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest and the Class CE Certificates, constitute the entire beneficial ownership interest in REMIC V. (f) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-VI Interest). The interests evidenced by the Class R-VI Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC VI. (g) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class SWAP-IO Interest (which is uncertificated) for the benefit of the Holders of REMIC VII Regular Interest SWAP-IO and the Class R-X Certificates (in respect of the Class R-VII Interest). The Trustee acknowledges receipt of the Class SWAP-IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of REMIC VII Regular Interest SWAP-IO and the Class R-X Certificates (in respect of the Class R-VII Interest). The interests evidenced by the Class R-VII Interest, together with REMIC VII Regular Interest SWAP-IO, constitute the entire beneficial ownership interest in REMIC VII.

Conveyance of the REMIC. I Regular Interests and REMIC II Regular Interests; Acceptance of REMIC I and REMIC II by the Trustee; Issuance of Class R Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests for the benefit of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The rights of the Holder of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates R-II Interest and REMIC II Regular Interests, respectively, and all ownership interests evidenced or constituted by the Class R-II Interest and the REMIC II Regular Interests, shall be as set forth in this Agreement. The Class R-II Interest and the REMIC II Regular Interests shall constitute the entire beneficial ownership interest in REMIC II. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests for the benefit of the Class R-III Interest and REMIC III (as holder of the REMIC II Regular Interests). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-III Interest and REMIC III (as holder of the REMIC II Regular Interests). The rights of the Holder of the Class R-III Interest and REMIC III (as holder of the REMIC II Regular Interests) to receive distributions from the proceeds of REMIC III in respect of the Class R-III Interest and Regular Certificates, respectively, and all ownership interests evidenced or constituted by the Class R Certificates R-III Interest and the REMIC II Regular Certificates, shall be as set forth in this Agreement. The Trustee acknowledges Class R-III Interest and the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II Certificates, shall constitute the entire beneficial ownership interest in REMIC IIIII.

Conveyance of the REMIC. I Regular Interests; Acceptance Issuance and Conveyance of the REMIC II by Regular Interests, the Trustee; Issuance of Class R Certificates. X Interest, the Class P Interest and the Class IO Interest. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse recourse, all the right, title and interest of the Depositor in and to the REMIC I Regular Interests for the benefit of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The rights of the Holder of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates R-II Interest and the REMIC II CertificatesRegular Interests, respectively, and all ownership interests evidenced or constituted by the Class R Certificates R-II Interest and the REMIC II Regular Interests, shall be as set forth in this Agreement. The Class R-II Interest and the REMIC II Regular Interests shall constitute the entire beneficial ownership interest in REMIC II. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the REMIC II Regular Interests for the benefit of the Class R-III Interest and REMIC III (as holder of the REMIC II Regular Interests). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-III Interest and REMIC III (as holder of the REMIC II Regular Interests). The rights of the Holder of the Class R-III Interest and REMIC III (as holder of the REMIC II Regular Interests) to receive distributions from the proceeds of REMIC III in respect of the Class R-III Interest and the Regular Certificates (other than the Class X and Class P Certificates), the Class X Interest, the Class P Interest and the Class IO Interest, respectively, and all ownership interests evidenced or constituted by the Class R-III Interest and the Regular Certificates (other than the Class X and Class P Certificates), the Class X Interest, the Class P Interest and the Class IO Interest, shall be as set forth in this Agreement. The Class R-III Interest, the Regular Certificates (other than the Class X and Class P Certificates), the Class X Interest, the Class P Interest and the Class IO Interest shall constitute the entire beneficial ownership interest in REMIC III. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the Class X Interest for the benefit of the Class R-IV Interest and REMIC IV (as holder of the Class X Interest). The Trustee acknowledges receipt of the Class X Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-IV Interest and REMIC IV (as holder of the Class X Interest). The rights of the Holder of the Class R-IV Interest and REMIC IV (as holder of the Class X Interest) to receive distributions from the proceeds of REMIC IV in respect of the Class R-IV Interest, the Class X Certificates, and all ownership interests evidenced or constituted by the Class R-IV Interest and the Class X Certificates, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith Class R-IV Interest and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R X Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II Certificates, shall constitute the entire beneficial ownership interest in REMIC IIIV. (d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the Class P Interest for the benefit of the Class R-V Interest and REMIC V (as holder of the Class P Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-V Interest and REMIC V (as holder of the Class P Interest). The rights of the Holder of the Class R-V Interest and REMIC V (as holder of the Class P Interest) to receive distributions from the proceeds of REMIC V in respect of the Class R-V Interest, the Class P Certificates, and all ownership interests evidenced or constituted by the Class R-V Interest and the Class P Certificates, shall be as set forth in this Agreement. The Class R-V Interest and the Class P Certificates shall constitute the entire beneficial ownership interest in REMIC V. (e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the Class IO Interest for the benefit of the Class R-VI Interest and REMIC VI (as holder of the Class IO Interest). The Trustee acknowledges receipt of the Class IO Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class R-VI Interest and REMIC VI (as holder of the Class IO Interest). The rights of the Holder of the Class R-VI Interest and REMIC VI (as holder of the Class IO Interest) to receive distributions from the proceeds of REMIC VI in respect of the Class R-VI Interest, the REMIC VI Regular Interest IO Certificates, and all ownership interests evidenced or constituted by the Class R-VI Interest and the REMIC VI Regular Interest IO Certificates, shall be as set forth in this Agreement. The Class R-VI Interest and the REMIC VI Regular Interest IO Certificates shall constitute the entire beneficial ownership interest in REMIC VI.

Conveyance of the REMIC. I I-A Regular Interests and the REMIC I-B Regular Interests; Acceptance of REMIC II by the Trustee; Issuance of Class R Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I I-A Regular Interests and the REMIC I-B Regular Interests for the benefit of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I I-A Regular Interests and the REMIC I-B Regular Interests). The Trustee acknowledges receipt of the REMIC I I-A Regular Interests and the REMIC I-B Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I I-A Regular Interests and the REMIC I-B Regular Interests). The rights of the Class R Certificateholders R-II Interest and REMIC II (as holder of the REMIC I I-A Regular Interests and the REMIC I-B Regular Interests) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates R-II Interest and REMIC II CertificatesRegular Interests, respectively, and all ownership interests evidenced or constituted by the Class R Certificates R-II Interest and the REMIC II CertificatesRegular Interests, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II Certificates, constitute the entire beneficial ownership interest in REMIC II.

Conveyance of the REMIC. I Regular Interests; Acceptance of REMIC II by the Trustee; Issuance of the Regular Interests in REMIC II and the Class R CertificatesR-II Interest. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests for the benefit of the holders of the Class A Certificates and the Mezzanine Certificates (which are certificated), the Class CE Interest and the Class P Interest (which are uncertificated) and the Class R Certificateholders and REMIC II Certificates (as holder in respect of the Class R-II Interest). The interests evidenced by the Class R-II Interest, together with the Class A Certificates, the Mezzanine Certificates, the Class CE Interest and the Class P Interest, constitute the entire beneficial ownership interest in REMIC I Regular Interests)II. The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present the holders of the Class A Certificates, the Mezzanine Certificates, the Class CE Interest, Class P Interest and future the Class R Certificateholders and REMIC II Certificates (as holder in respect of the REMIC I Regular InterestsClass R-II Interest). The rights of the Class R Certificateholders R-II Interest, the holders of the Class A Certificates and the Mezzanine Certificates, REMIC II III (as holder of the Class CE Interest) and REMIC I Regular InterestsIV (as holder of the Class P Interest) to receive distributions from the proceeds of REMIC II in respect of the Class R Certificates R-II Interest, the Class A Certificates, the Mezzanine Certificates, the Class CE Interest and REMIC II Certificatesthe Class P Interest, respectively, and all ownership interests evidenced or constituted by the Class R Certificates R-II Interest, the Class A Certificates, the Mezzanine Certificates, the Class CE Interest and the REMIC II CertificatesClass P Interest, shall be as set forth in this Agreement. The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC II Certificates, constitute the entire beneficial ownership interest in REMIC II.