Common use of Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests Clause in Contracts

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the any Excess Interest for the benefit of the Holders of the any Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesCertificates and the holder(s) of the Class EC Regular Interests, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier EC Regular Interest Interests and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all rightIf there are any ARD Mortgage Loans in the Trust Fund, title and interest in and to then the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Excess Interest Certificates in exchange for any Excess Interest. (b) The Depositor, as of the VRR Specific Grantor Trust Assets Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the Class EC Regular Interests to the Trustee for the benefit of the holders of (i) the Class A-S Specific Grantor Trust AssetsCertificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), (ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class EC Certificates (to the extent of the applicable Class EC Percentage Interest of each of the Class EC Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class EC Regular Interests and (ii) declares that it holds and will hold the Class EC Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates. The Certificate Administrator shall execute and cause the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange for the Class EC Regular Interests, the Exchangeable Certificates in authorized Denominations.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesCertificates and the holder(s) of the Class PEZ Regular Interests, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier PEZ Regular Interest Interests and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Excess Interest Certificates in exchange for the VRR Specific Grantor Trust Assets Excess Interest. (b) The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the Class PEZ Regular Interests to the Trustee for the benefit of the holders of (i) the Class A-S Specific Grantor Trust AssetsCertificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), (ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests and (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates. The Certificate Administrator shall execute and cause the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange for the Class PEZ Regular Interests, the Exchangeable Certificates in authorized Denominations.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest CertificatesCertificates and the Uncertificated VRR Interest Owner. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Non-Vertically Retained Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any VRR Specific Grantor Trust Assets, any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Uncertificated VRR Interest shall be issued and the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and conveyance pursuant to the Class S Specific Grantor Trust Assetsprior sentence.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Non-Vertically Retained Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any VRR Specific Grantor Trust Assets, any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and conveyance pursuant to the Class S Specific Grantor Trust Assetsprior sentence.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest CertificatesCertificates and the Uncertificated VRR Interest Owner. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class Uncertificated VRR Upper-Tier Regular Interest) Interest Owner and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class Uncertificated VRR Upper-Tier Interest, the Regular Interest Certificates and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any VRR Specific Grantor Trust Assets, any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the conveyance pursuant to the prior sentence. For the avoidance of doubt, there are no VRR Specific Grantor Trust Assets and the no Class S Specific Grantor Trust Assets, no Grantor Trust shall be established and no Class S Certificates will be issued hereunder.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of excluding Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of other than the Class Z Certificates) and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor hereby conveys all right, title and interest in and Trustee acknowledges the assignment of the Excess Interest to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledgedTrust. The Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, Depositor the Grantor Trust Class Z Certificates in exchange for the VRR Specific Grantor Excess Interest. Accordingly, the Class Z Certificates are hereby designated as undivided beneficial interests in the portion of the Trust Assets Fund consisting of Excess Interest and the Class S Specific Grantor Trust AssetsExcess Interest Distribution Account and proceeds thereof, which portions shall be treated as part of a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 2.03 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class any VRR Upper-Tier Regular Interest Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and conveyance pursuant to the Class S Specific Grantor Trust Assetsprior sentence.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest CertificatesCertificates and the Uncertificated VRR Interest Owners. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Non-Vertically Retained Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any VRR Specific Grantor Trust Assets, any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Uncertificated VRR Interest shall be issued and the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and conveyance pursuant to the Class S Specific Grantor Trust Assetsprior sentence.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any VRR Specific Grantor Trust Assets, any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and conveyance pursuant to the Class S Specific Grantor Trust Assetsprior sentence.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesCertificates and the holder(s) of the Grantor Trust-Held Regular Interests, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR UpperGrantor Trust-Tier Held Regular Interest Interests and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all rightIf there are any ARD Mortgage Loans in the Trust Fund, title and interest in and to then the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Excess Interest Certificates in exchange for the VRR Specific Excess Interest. (b) The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the Grantor Trust Assets Trust-Held Regular Interests to the Trustee for the benefit of, in the case of any particular Grantor Trust-Held Regular Interest, the Holders of the Corresponding Exchangeable Certificates and Exchangeable Combined Certificates. The Trustee (i) acknowledges the Class S Specific assignment to it of the Grantor Trust AssetsTrust-Held Regular Interests and (ii) declares that it holds and will hold each Grantor Trust-Held Regular Interest in trust for the exclusive use and benefit of all present and future Holders of the Corresponding Exchangeable Certificates and Exchangeable Combined Certificates. The Certificate Administrator shall execute and cause the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange for the Grantor Trust-Held Regular Interests, the Exchangeable Certificates in authorized Denominations.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Loan REMIC Regular Interest and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) and the Loan REMIC Regular Interest for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest and the Loan REMIC Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest CertificatesCertificates and the Uncertificated VRR Interest Owner. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class Uncertificated VRR Upper-Tier Regular Interest) Interest Owner and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class Uncertificated VRR Upper-Tier Interest, the Regular Interest Certificates and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and Interest, the Upper-Tier Residual Interest and the Loan REMIC Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any VRR Specific Grantor Trust Assets, any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the conveyance pursuant to the prior sentence. For the avoidance of doubt, there are no VRR Specific Grantor Trust Assets and the no Class S Specific Grantor Trust Assets, no Grantor Trust shall be established and no Class S Certificates will be issued hereunder.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the any Excess Interest for the benefit of the Holders of the any Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesCertificates and the holder(s) of the Class PEZ Regular Interests, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier PEZ Regular Interest Interests and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby conveys assign without recourse all the right, title and interest of the Depositor in and to the Class VRR Upper-Tier PEZ Regular Interest and other property constituting the Grantor Trust Interests to the TrusteeTrustee for the benefit of the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), receipt (ii) the Class B Certificates (to the extent of which is hereby acknowledgedthe Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests and (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates. The Certificate Administrator shall execute and cause the Authenticating Agent to be authenticated authenticate and delivered deliver to and or upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and Class PEZ Regular Interests, the Class S Specific Grantor Trust AssetsExchangeable Certificates in authorized Denominations.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans Loans, the Loan REMIC Regular Interests and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) and the Loan REMIC Regular Interests for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest CertificatesCertificates and the Uncertificated VRR Interest Owners. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Non-Vertically Retained Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, as well as the Loan REMIC Residual Interests), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any VRR Specific Grantor Trust Assets, any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Uncertificated VRR Interest shall be issued and the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and conveyance pursuant to the Class S Specific Grantor Trust Assetsprior sentence.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of excluding the CCRE Strip and Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular InterestsREMIC, (ii) the Trustee acknowledges and (iii) concurrently with such delivery described in clause (i), hereby declares that it holds the Excess Interest CCRE Strip for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceCCRE, (iiii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiv) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of other than the Class VRR Upper-Tier Regular InterestS Certificates) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issuedREMIC, and (Bv) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular Certificates, the Class PEZ Regular Interests and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby conveys assign without recourse all the right, title and interest of the Depositor in and to the Class VRR UpperPEZ Regular Interests to the Trustee for the benefit of the holders of (i) the Class A-Tier S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), (ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and other property constituting (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests, (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange for the Class PEZ Regular Interests, and the Depositor hereby acknowledges the receipt by it or its designees of the Exchangeable Certificates in authorized Denominations. (c) The Trustee acknowledges the assignment of the Excess Interest to the Grantor Trust to the Trustee, receipt of which is hereby acknowledgedTrust. The Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, Depositor the Grantor Trust Class S Certificates in exchange for the VRR Specific Grantor Trust Assets and Excess Interest. Accordingly, the Class S Specific Grantor Certificates are hereby designated as undivided beneficial interests in the portion of the Trust AssetsFund consisting of Excess Interest and the Excess Interest Distribution Account and proceeds thereof, which portions shall be treated as part of a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interestexcluding the CCRE Strip) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular InterestsREMIC, (ii) the Trustee acknowledges and (iii) concurrently with such delivery described in clause (i), hereby declares that it holds the Excess Interest CCRE Strip for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceCCRE, (iiii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiv) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issuedREMIC, and (Bv) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular Certificates, the Class PEZ Regular Interests and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby conveys assign without recourse all the right, title and interest of the Depositor in and to the Class VRR Upper-Tier PEZ Regular Interest and other property constituting the Grantor Trust Interests to the TrusteeTrustee for the benefit of the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), receipt (ii) the Class B Certificates (to the extent of which is hereby acknowledgedthe Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests, (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates and (iii) has caused the Certificate Administrator shall execute to execute, and cause has caused the Authenticating Agent to be authenticated authenticate and delivered deliver to and or upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets Class PEZ Regular Interests, and the Class S Specific Grantor Trust AssetsDepositor hereby acknowledges the receipt by it or its designees of the Exchangeable Certificates in authorized Denominations.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentencedelivery, (i) the [Trustee][Certificate Administrator] acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee [Trustee][Certificate Administrator] acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) has executed and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular Certificates [(Other than the Class [A-1] and Class [A-2] Certificates) and the Class [A-1] and Class [A-2] Regular Interests] and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate [Trustee][Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets].

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of certificates and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interestexcluding the CCRE Strip) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, Interests and (iii) concurrently with such delivery described in clause (i), acknowledges and hereby declares that it holds the Excess Interest CCRE Strip for the benefit of the Holders of the Excess Interest CertificatesCCRE. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesCertificates and the holder(s) of the Class PEZ Regular Interests, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier PEZ Regular Interest Interests and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby conveys assign without recourse all the right, title and interest of the Depositor in and to the Class VRR Upper-Tier PEZ Regular Interest and other property constituting the Grantor Trust Interests to the TrusteeTrustee for the benefit of the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), receipt (ii) the Class B Certificates (to the extent of which is hereby acknowledgedthe Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests and (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates. The Certificate Administrator shall execute and cause the Authenticating Agent to be authenticated authenticate and delivered deliver to and or upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and Class PEZ Regular Interests, the Class S Specific Grantor Trust AssetsExchangeable Certificates in authorized Denominations.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular Certificates, [the Class PEZ Regular Interests] and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) [The Depositor Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby conveys assign without recourse all the right, title and interest of the Depositor in and to the Class VRR Upper-Tier PEZ Regular Interest and other property constituting the Grantor Trust Interests to the TrusteeTrustee for the benefit of the holders of (i) the Class [__] Certificates (to the extent of the Class [__] Percentage Interest of the Class [__] Regular Interest), receipt (ii) the Class [__] Certificates (to the extent of which is hereby acknowledgedthe Class [__] Percentage Interest of the Class [__] Regular Interest), (iii) the Class [__] Certificates (to the extent of the Class [__] Percentage Interest of the Class [__] Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests, (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates and (iii) has caused the Certificate Administrator shall execute to execute, and cause has caused the Authenticating Agent to be authenticated authenticate and delivered deliver to and or upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets Class PEZ Regular Interests, and the Class S Specific Grantor Trust AssetsDepositor hereby acknowledges the receipt by it or its designees of, the Exchangeable Certificates in authorized Denominations.]

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentencedelivery, (i) the [Trustee][Certificate Administrator] acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee [Trustee][Certificate Administrator] acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) has executed and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate [Trustee][Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets].

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentencedelivery, (i) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee Certificate Administrator acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) has executed and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor hereby conveys all right, title and interest in and Trustee acknowledges the assignment of the Excess Interest to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledgedTrust. The Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Class S Certificates in exchange for the VRR Specific Grantor Excess Interest. The Class S Certificates are hereby designated as undivided beneficial interests in the portion of the Trust Assets Fund consisting of Excess Interest and the Class S Specific Grantor Trust AssetsExcess Interest Distribution Account and proceeds thereof, which portion shall be treated as part of a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentencedelivery, (i) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee Certificate Administrator acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) has executed and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor hereby conveys all right, title and interest in and Trustee acknowledges the assignment of the Excess Interest to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledgedTrust. The Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Class S Certificates in exchange for the VRR Specific Grantor Trust Assets and Excess Interest. Accordingly, the Class S Specific Grantor Certificates are hereby designated as undivided beneficial interests in the portion of the Trust AssetsFund consisting of Excess Interest and the Excess Interest Distribution Account and proceeds thereof, which portion shall be treated as part of a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular Certificates, the Class PEZ Regular Interests and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby conveys assign without recourse all the right, title and interest of the Depositor in and to the Class VRR Upper-Tier PEZ Regular Interest and other property constituting the Grantor Trust Interests to the TrusteeTrustee for the benefit of the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), receipt (ii) the Class B Certificates (to the extent of which is hereby acknowledgedthe Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests, (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates and (iii) has caused the Certificate Administrator shall execute to execute, and cause has caused the Authenticating Agent to be authenticated authenticate and delivered deliver to and or upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets Class PEZ Regular Interests, and the Class S Specific Grantor Trust AssetsDepositor hereby acknowledges the receipt by it or its designees of the Exchangeable Certificates in authorized Denominations.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, Certificates (representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the any Class VRR Upper-Tier Regular Interest S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets. For the avoidance of doubt, no Class S Certificates will be issued hereunder.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests (other than the Class Q Uncertificated Interest) and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular Certificates, the Class PEZ Regular Interests and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby conveys assign without recourse all the right, title and interest of the Depositor in and to the Class VRR Upper-Tier PEZ Regular Interest and other property constituting the Grantor Trust Interests to the TrusteeTrustee for the benefit of the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), receipt (ii) the Class B Certificates (to the extent of which is hereby acknowledgedthe Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests, (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates and (iii) has caused the Certificate Administrator shall execute to execute, and cause has caused the Authenticating Agent to be authenticated authenticate and delivered deliver to and or upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets Class PEZ Regular Interests, and the Class S Specific Grantor Trust AssetsDepositor hereby acknowledges the receipt by it or its designees of the Exchangeable Certificates in authorized Denominations.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentencedelivery, (i) the [Trustee][Certificate Administrator] acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee [Trustee][Certificate Administrator] acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) has executed and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular Certificates [(Other than the Class [A-1] and Class [A-2] Certificates) and the Class [A-1] and Class [A-2] Uncertificated Regular Interests] and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate [Trustee][Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets].

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. (a) The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests (other than the Class Q Uncertificated Interest) and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular Certificates, the Class PEZ Regular Interests and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. . (b) The Depositor Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby conveys assign without recourse all the right, title and interest of the Depositor in and to the Class VRR UpperPEZ Regular Interests to the Trustee for the benefit of the holders of (i) the Class A-Tier S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), (ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and other property constituting (iv) the Class PEZ Certificates (to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges the assignment to it of the Class PEZ Regular Interests, (ii) declares that it holds and will hold the Class PEZ Regular Interests in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange for the Class PEZ Regular Interests, and the Depositor hereby acknowledges the receipt by it or its designees of, the Exchangeable Certificates in authorized Denominations. (c) The Trustee acknowledges the assignment of the Excess Interest to the Grantor Trust to the Trustee, receipt of which is hereby acknowledgedTrust. The Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, Depositor the Grantor Trust Class S Certificates in exchange for the VRR Specific Grantor Trust Assets and Excess Interest. Accordingly, the Class S Specific Grantor Certificates are hereby designated as undivided beneficial interests in the portion of the Trust AssetsFund consisting of Excess Interest and the Excess Interest Distribution Account and proceeds thereof, which portions shall be treated as part of a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause delivery, (i), ) the Trustee acknowledges and hereby declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentenceREMIC, (iii) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (iiiii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) and the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of and the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular CertificatesREMIC, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentencedelivery, (i) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) has executed and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC and (2B) the Class R Certificates, Certificates representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.

Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections Section 2.01 and Section 2.02 of this AgreementAgreement and, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentencedelivery, (i) the Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, and (iii) the Trustee Certificate Administrator acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) has executed and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause caused to be authenticated and delivered to and upon the order of the Depositor, (1A) in exchange for the assets of the Upper-Tier REMIC, the Regular CertificatesCertificates and the Upper-Tier Residual Interest, evidencing ownership of the Upper-Tier REMIC, and (2B) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.