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

Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the Trust Loan for the benefit of the Lower-Tier REMIC; (ii) acknowledges the issuance of the Uncertificated Lower-Tier Interests to the Depositor and the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (iii) acknowledges the assignment by the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and hereby declares that it holds the Uncertificated Lower-Tier Interest for the benefit of the Certificateholders; (iv) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, representing the Class LT-R and Class UT-R Interests, and (v) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular Certificates in authorized denominations and the Class R Interests evidencing the entire beneficial ownership of the Trust Fund.

Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the Trust Loan for the benefit of the Lower-Tier REMIC; (ii) Certificate Administrator acknowledges the issuance of (x) the Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (iiiii) immediately thereafter, the Certificate Administrator acknowledges (x) the assignment by the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and hereby declares in exchange therefor that it holds the Uncertificated Lower-Tier Interest for the benefit of the Certificateholders; (ivy) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R Interest, and (z) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, and (viii) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular Certificates in authorized denominations and the Class UT-R Interests Interest evidencing the entire beneficial ownership of the Trust FundUpper-Tier REMIC.

Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the Trust Loan for the benefit of the Lower-Tier REMIC; (ii) Certificate Administrator acknowledges the issuance of (x) the Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in exchange for the Trust Mortgage Loan, receipt of which is hereby acknowledged, (iiiii) immediately thereafter, the Certificate Administrator acknowledges (x) the assignment by the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and hereby declares in exchange therefor that it holds the Uncertificated Lower-Tier Interest for the benefit of the Certificateholders; (ivy) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R Interest, and (z) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, Interests and (viii) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular Certificates in authorized denominations and the Class UT-R Interests Interest evidencing the entire beneficial ownership of the Trust FundUpper-Tier REMIC.

Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the Trust Loan for the benefit of the Lower-Tier REMIC; (ii) Certificate Administrator acknowledges the issuance of (x) the Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (iiiii) immediately thereafter, the Certificate Administrator acknowledges (x) the assignment by the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and hereby declares in exchange therefor that it holds the Uncertificated Lower-Tier Interest for the benefit of the Certificateholders; (ivy) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R Interest, and (z) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, and (viii) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular Certificates in authorized denominations and the Class UT-R Interests Interest evidencing the entire beneficial ownership of the Trust FundUpper-Tier REMIC.

Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the Trust Loan for the benefit of the Lower-Tier REMIC; (ii) Trustee acknowledges the issuance of (A) the Uncertificated Lower-Tier Interests to the Depositor and (B) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (iiiii) the Trustee acknowledges the assignment by the Depositor to the Trustee contribution of the Uncertificated Lower-Tier Interests, and hereby declares that it holds Interests to the Uncertificated LowerUpper-Tier Interest for the benefit of the Certificateholders; REMIC, (iviii) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator acknowledges that it (A) has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates Certificates, and has caused the Trust to issue the Class UT-R Interest, in exchange for the Uncertificated Lower-Tier Interests, and (B) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, Interests and (viv) the Depositor hereby acknowledges the receipt by it or its designees, designees of the Regular Certificates in authorized denominations and the Class R Interests evidencing the entire beneficial ownership of the Trust Funddenominations.

Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the Trust Loan for the benefit of the Lower-Tier REMIC; (ii) Trustee acknowledges the issuance of (A) the Uncertificated Lower-Tier Interests to the Depositor and (B) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (iiiii) the Trustee acknowledges the assignment by the Depositor to the Trustee contribution of the Uncertificated Lower-Tier Interests, and hereby declares that it holds Interests to the Uncertificated LowerUpper-Tier Interest for the benefit of the Certificateholders; REMIC, (iviii) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator acknowledges that it (A) has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates Certificates, and has caused the Trust to issue the Class UT-R Interest, in exchange for the Uncertificated Lower-Tier Interests, and (B) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, Interests and (viv) the Depositor hereby acknowledges the receipt by it or its designees, designees of the Regular Certificates in authorized denominations and the Class UT-R Interests Interest evidencing the entire beneficial ownership of the Trust FundUpper-Tier REMIC.

Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the Trust Loan for the benefit of the Lower-Tier REMIC; (ii) Certificate Administrator acknowledges the issuance of (x) the Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in exchange for the Trust Mortgage Loan, receipt of which is hereby acknowledged, (iiiii) immediately thereafter, the Certificate Administrator acknowledges (x) the assignment by the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and hereby declares in exchange therefor that it holds the Uncertificated Lower-Tier Interest for the benefit of the Certificateholders; (ivy) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R Interest, and (z) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, and (viii) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular Certificates in authorized denominations and the Class UT-R Interests Interest evidencing the entire beneficial ownership of the Trust FundUpper-Tier REMIC.

Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. (a) The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Loan Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds the Trust Loan for the benefit of the Lower-Tier REMIC; (ii) Trustee acknowledges the issuance of (A) the Uncertificated Lower-Tier Interests to the Depositor and (B) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (ii) the Trustee acknowledges the contribution of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC, (iii) the Certificate Administrator acknowledges that it (A) has executed and has authenticated and delivered to or upon the assignment by order of the Depositor the Regular Certificates, and has caused the Trust to issue the Trustee of Class UT-R Interest, in exchange for the Uncertificated Lower-Tier Interests, and hereby declares that it holds the Uncertificated Lower-Tier Interest for the benefit of the Certificateholders; (ivB) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests and the Certificate Administrator has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, representing the Class LT-R and Class UT-R Interests, Interests and (viv) the Depositor hereby acknowledges the receipt by it or its designees, designees of the Regular Certificates in authorized denominations and the Class R Interests evidencing the entire beneficial ownership of the Trust Funddenominations.