Common use of CONVEYANCE OF UNDERLYING CLASS M BONDS TO GRANTOR TRUSTEE Clause in Contracts

CONVEYANCE OF UNDERLYING CLASS M BONDS TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby issue to the Grantor Trustee, in trust, (A) for the use and benefit of the Class M-1 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds, (ii) all payments on the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 1; (B) for the use and benefit of the Class M-2 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds, (ii) all payments on the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 2; (C) for the use and benefit of the Class M-3 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds, (ii) all payments on the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 3; (D) for the use and benefit of the Class M-4 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds, (ii) all payments on the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 4; (E) for the use and benefit of the Class M-5 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds, (ii) all payments on the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 5; and (F) for the use and benefit of the Class M-6 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds, (ii) all payments on the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 6. In connection with each such transfer and assignment, the Depositor is causing the delivery of the related Underlying Class M Bonds to the Grantor Trustee. It is intended that the conveyance of the Seller's right, title and interest in and to the related Underlying Class M Bonds and all other assets constituting the related Trust Fund pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Class M Bonds and the other assets constituting such Trust Fund by the Depositor to the Grantor Trustee for the benefit of the related Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the related Underlying Class M Bonds and the other assets constituting the related Trust Fund by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the related Underlying Class M Bonds and the other assets constituting the applicable Trust Fund are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create

CONVEYANCE OF UNDERLYING CLASS M BONDS TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby issue to the Grantor Trustee, in trust, (A) for the use and benefit of the Class M-1 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds, (ii) all payments on the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 1; (B) for the use and benefit of the Class M-2 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds, (ii) all payments on the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 2; (C) for the use and benefit of the Class M-3 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds, (ii) all payments on the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 3; (D) for the use and benefit of the Class M-4 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds, (ii) all payments on the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 4; (E) for the use and benefit of the Class M-5 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds, (ii) all payments on the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 5; and (F) for the use and benefit of the Class M-6 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds, (ii) all payments on the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 6. In connection with each such transfer and assignment, the Depositor is causing the delivery of the related Underlying Class M Bonds to the Grantor Trustee. It is intended that the conveyance of the Seller's right, title and interest in and to the related Underlying Class M Bonds and all other assets constituting the related Trust Fund pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Class M Bonds and the other assets constituting such Trust Fund by the Depositor to the Grantor Trustee for the benefit of the related Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the related Underlying Class M Bonds and the other assets constituting the related Trust Fund by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the related Underlying Class M Bonds and the other assets constituting the applicable Trust Fund are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to createcreate a security interest in the related Underlying Class M Bonds and the other assets constituting the applicable Trust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Grantor Trustee of a security interest in all of the Seller's right, title and interest in and to the related Underlying Class M Bonds, and all amounts payable to the holders of the related Underlying Class M Bonds and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Payment Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Grantor Trustee or its agent of the related Underlying Class M Bonds and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Grantor Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that each Trust Fund be classified (for Federal tax purposes) as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.

CONVEYANCE OF UNDERLYING CLASS M BONDS TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby issue transfer, convey and assign to the Grantor Trustee, in trust, (A) for the use and benefit of the Class M-1 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds, (ii) all payments on the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 1; (B) for the use and benefit of the Class M-2 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds, (ii) all payments on the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 2; (C) for the use and benefit of the Class M-3 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds, (ii) all payments on the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 3; (D) for the use and benefit of the Class M-4 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds, (ii) all payments on the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 4; and (E) for the use and benefit of the Class M-5 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds, (ii) all payments on the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 5; and (F) for the use and benefit of the Class M-6 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds, (ii) all payments on the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 6. In connection with each such transfer and assignment, the Depositor is causing the delivery to the Grantor Trustee of the related Underlying Class M Bonds to the Grantor TrusteeBonds. It is intended that the conveyance of the Seller's right, title and interest in and to the related Underlying Class M Bonds and all other assets constituting the related Trust Fund pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Class M Bonds and the other assets constituting such Trust Fund by the Depositor to the Grantor Trustee for the benefit of the related Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the related Underlying Class M Bonds and the other assets constituting the related Trust Fund by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the related Underlying Class M Bonds and the other assets constituting the applicable Trust Fund are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to createcreate a security interest in the related Underlying Class M Bonds and the other assets constituting the applicable Trust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Grantor Trustee of a security interest in all of the Seller's right, title and interest in and to the related Underlying Class M Bonds, and all amounts payable to the holders of the related Underlying Class M Bonds and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Payment Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Grantor Trustee or its agent of the related Underlying Class M Bonds and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Articles 8 and 9 of the Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Grantor Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that each Trust Fund be classified (for Federal tax purposes) as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.

CONVEYANCE OF UNDERLYING CLASS M BONDS TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby issue transfer, convey and assign to the Grantor Trustee, in trust, (A) for the use and benefit of the Class M-1 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds, (ii) all payments on the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 1; (B) for the use and benefit of the Class M-2 Certificateholders, , (i) all the right, title and interest of the Depositor in and to the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds, (ii) all payments on the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 2; (C) for the use and benefit of the Class M-3 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds, (ii) all payments on the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 3; (D) for the use and benefit of the Class M-4 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds, (ii) all payments on the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 4; (E) for the use and benefit of the Class M-5 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds, (ii) all payments on the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 5; and (F) for the use and benefit of the Class M-6 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds, (ii) all payments on the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 6; and (G) for the use and benefit of the Class A-IO Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class A-IO-1 Bonds and Class A-IO-2 Bonds, (ii) all payments on the Underlying Class A-IO-1 Bonds and Class A-IO-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 7. In connection with each such transfer and assignment, the Depositor is causing the delivery to the Grantor Trustee of the related Underlying Class M Bonds to the Grantor TrusteeBonds. It is intended that the conveyance of the Seller's right, title and interest in and to the related Underlying Class M Bonds and all other assets constituting the related Trust Fund pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Class M Bonds and the other assets constituting such Trust Fund by the Depositor to the Grantor Trustee for the benefit of the related Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the related Underlying Class M Bonds and the other assets constituting the related Trust Fund by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the related Underlying Class M Bonds and the other assets constituting the applicable Trust Fund are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to createcreate a security interest in the related Underlying Bonds and the other assets constituting the applicable Trust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Grantor Trustee of a security interest in all of the Seller's right, title and interest in and to the related Underlying Bonds, and all amounts payable to the holders of the related Underlying Bonds and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Payment Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Grantor Trustee or its agent of the related Underlying Bonds and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Articles 8 and 9 of the Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Grantor Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that each Trust Fund be classified (for Federal tax purposes) as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.

CONVEYANCE OF UNDERLYING CLASS M BONDS TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby issue transfer, convey and assign to the Grantor Trustee, in trust, (A) for the use and benefit of the Class M-1 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds, (ii) all payments on the Underlying Class M-1-1 Bonds and Class M-1-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 1; (B) for the use and benefit of the Class M-2 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds, (ii) all payments on the Underlying Class M-2-1 Bonds and Class M-2-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 2; (C) for the use and benefit of the Class M-3 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds, (ii) all payments on the Underlying Class M-3-1 Bonds and Class M-3-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 3; (D) for the use and benefit of the Class M-4 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds, (ii) all payments on the Underlying Class M-4-1 Bonds and Class M-4-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 4; (E) for the use and benefit of the Class M-5 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds, (ii) all payments on the Underlying Class M-5-1 Bonds and Class M-5-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 5; and (F) for the use and benefit of the Class M-6 Certificateholders, (i) all the right, title and interest of the Depositor in and to the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds, (ii) all payments on the Underlying Class M-6-1 Bonds and Class M-6-2 Bonds after the Closing Date and (iii) all other assets constituting Trust Fund 6. In connection with each such transfer and assignment, the Depositor is causing the delivery to the Grantor Trustee of the related Underlying Class M Bonds to the Grantor TrusteeBonds. It is intended that the conveyance of the Seller's right, title and interest in and to the related Underlying Class M Bonds and all other assets constituting the related Trust Fund pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Class M Bonds and the other assets constituting such Trust Fund by the Depositor to the Grantor Trustee for the benefit of the related Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the related Underlying Class M Bonds and the other assets constituting the related Trust Fund by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the related Underlying Class M Bonds and the other assets constituting the applicable Trust Fund are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to createcreate a security interest in the related Underlying Class M Bonds and the other assets constituting the applicable Trust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Grantor Trustee of a security interest in all of the Seller's right, title and interest in and to the related Underlying Class M Bonds, and all amounts payable to the holders of the related Underlying Class M Bonds and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Payment Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Grantor Trustee or its agent of the related Underlying Class M Bonds and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Articles 8 and 9 of the Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Grantor Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that each Trust Fund be classified (for Federal tax purposes) as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.