Common use of Execution and Delivery of Certificates Clause in Contracts

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre 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, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre 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 Pooled 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre 000 Xxxxx Xxxxxx Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion Loans Loan 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 and the Trust Subordinate Companion Loans (exclusive of Excess Interest) and the Trust Subordinate Companion Loan for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest and the 000 Xxxxx Xxxxxx Residual Interest) and the holder(s) of the Lower-Tier Regular Interests and the 000 Xxxxx Xxxxxx 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, the Woodlands Mall Regular Interests, the Centre 000 Xxxxx Xxxxxx Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre 000 Xxxxx Xxxxxx 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, the Woodlands Mall REMIC and the Centre 000 Xxxxx Xxxxxx REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre 000 Xxxxx Xxxxxx 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 Pooled 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 000 Xxxxx Xxxxxx 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 any VRR Specific Grantor Trust Assets, any the Class 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 sentenceClass S Specific Grantor Trust Assets.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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 Agreementand, (ii) concurrently with such delivery described in clause delivery, (i), declares that it holds ) the Mortgage Loans and Trustee acknowledges the Trust Subordinate Companion 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) issuance of the Lower-Tier Regular InterestsInterests to the Seller and the execution, authentication, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders Class LR Certificates to or upon the order of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) Seller, evidencing ownership of the prior sentence, (i) the entire Lower-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofREMIC, in exchange for the assets of Mortgage Loans (other than the Lower-Tier REMIC, the Woodlands Mall REMIC Excess Interest and the Centre REMICDefault Interest), as applicablereceipt of which is hereby acknowledged, (ii) the Depositor Seller hereby conveys all rightrights, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, Trustee 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 Non-Vertically Retained Pooled 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 caused to be authenticated and delivered to and upon the order of the DepositorSeller, (1A) in exchange for the NonLower-Vertically Retained Pooled Tier Regular CertificatesInterests and the Excess Interest, the Regular Certificates and (2) the Class R Certificates and (representing B) in exchange for the Lower-Tier Residual Default Interest, the Woodlands Mall Residual InterestClass Q Certificates, the Centre Residual Interest and the Upper-Tier Residual Interest)in authorized denominations, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title Trustee evidencing ownership of the Upper-Tier REMIC and interest the undivided interests in and to any VRR Specific Grantor Trust Assets, any Class 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 set forth in exchange for the conveyance pursuant to the prior sentenceSection 2.06(b).

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and Loans, the Trust Subordinate Companion Loans Marriott Desert Springs Parent Loan 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 Agreementand, (ii) concurrently with such delivery described in clause delivery, (i), declares that it holds ) the Mortgage Loans and Trustee acknowledges the Trust Subordinate Companion 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) issuance of the Lower-Tier Regular InterestsInterests to the Seller and the execution, authentication, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders Class LR Certificates to or upon the order of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) Seller, evidencing ownership of the prior sentence, (i) the entire Lower-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofREMIC, in exchange for the assets of Mortgage Loans (other than the Lower-Tier REMIC, the Woodlands Mall REMIC Excess Interest and the Centre REMICDefault Interest), as applicablereceipt of which is hereby acknowledged, (ii) the Depositor Seller hereby conveys all rightrights, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, Trustee 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 Non-Vertically Retained Pooled 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 caused to be authenticated and delivered to and upon the order of the DepositorSeller, (1A) the Non-Vertically Retained Pooled Regular Certificates, and (2) the Class R Certificates (representing in exchange for the Lower-Tier Residual Regular Interests and the Excess Interest, the Woodlands Mall Residual Regular Certificates and the Class R Certificates, (B) in exchange for the Default Interest, the Centre Residual Interest Class Q Certificates and (C) in exchange for the Upper-Tier Residual Interest)Marriott Desert Springs Parent Loan, the Class M and Class MX Certificates, in authorized denominations, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title Trustee evidencing ownership of the Upper-Tier REMIC and interest the undivided interests in and to any VRR Specific Grantor Trust Assets, any Class 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 set forth in exchange for the conveyance pursuant to the prior sentenceSection 2.06(b).

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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), hereby declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Uncertificated Shifting Interest Lower-Tier Regular InterestsInterests on behalf of the Shifting Interest Middle-Tier REMIC and the Shifting Interest Certificateholders and that it holds the Uncertificated Shifting Interest Middle-Tier Regular Interests on behalf of the Shifting Interest Upper-Tier REMIC and the Shifting Interest Certificateholders, (ii) acknowledges the issuance of and hereby declares that it holds the Uncertificated Lower-Tier II Regular Interests on behalf of the Upper-Tier II REMIC and the Overcollateralized Certificateholders, and (iii) concurrently with such delivery described in clause (i), declares that it holds has executed and delivered to or upon the Excess Interest for the benefit order 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofDepositor, in exchange for the assets of the Mortgage Loans, Uncertificated Shifting Interest Lower-Tier REMICInterests, the Woodlands Mall REMIC Uncertificated Shifting Interest Middle-Tier Interests and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Uncertificated Lower-Tier Regular II Interests, together with all other assets included in the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, definition of "Trust Estate," receipt of which is hereby acknowledged, (iii) Certificates in authorized denominations which, together with the Trustee Uncertificated Shifting Interest Lower-Tier Interests, the Uncertificated Shifting Interest Middle-Tier Interests and the Uncertificated Lower-Tier II Interests, evidence ownership of the entire Trust Estate. The Securities Administrator acknowledges the obligation of the Class CE Certificates to pay Cap Carryover Amounts and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the UpperT2-Tier Residual Interest)A-1, the Grantor Trust (in respect of the Class VRR UpperT2-Tier Regular Interest) A-2, Class T2-A-3, Class T2-A-4, Class T2-A-5, Class T2-A-6, Class T2-A-7, Class T2-A-8, Class T2-A-A, Class T2-A-B, Class T2-M-1, Class T2-M-2, Class T2-M-3, Class T2-M-4, Class T2-M-5, Class T2-M-6, Class T2-M-7, Class T2-M-8, Class T2-B-1 and the Holders of the NonClass T2-Vertically Retained Pooled Regular B-2 Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii)respectively, (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 which shall be issued, and (B) treated as beneficially owning the Certificate Administrator shall execute and cause right to be authenticated and delivered to and upon receive the order of the Depositor, (1) the Non-Vertically Retained Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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 sentenceCap Carryover Amounts.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the transfer and assignment to it of the Mortgage Loans and assets of the Trust Subordinate Companion Loans Fund and acknowledges 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 and the Trust Subordinate Companion Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect issuance of the Lower-Tier Residual Interest) REMIC Regular Interests and the holder(s) Class A-LR Certificates in exchange therefor. The Trustee acknowledges the transfer and assignment to it of the Lower-Tier REMIC Regular Interests, Interests and (iii) concurrently with such delivery described in clause (i), declares that it holds acknowledges the Excess Interest for the benefit issuance of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the LowerMiddle-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre 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, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests Class A-MR Interest in exchange therefor. The Trustee further acknowledges the transfer and other property constituting assignment to it of the UpperMiddle-Tier REMIC to Regular Interests and, concurrently with such transfer and assignment, acknowledges 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 issuance of the Class R Certificates (in respect of the UpperA-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre Residual UR Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated REMIC Regular Interests represented by the Certificate Administrator. The Depositor hereby conveys all rightClass 6-A-1 and Class 6-A-X Certificates, title respectively, and interest in and to any VRR Specific Grantor the Trust AssetsAdministrator on behalf of the Trustee has executed, any Class 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 or upon the order of the Depositor, the Grantor Certificates (other than the Class 6-A-1 and Class 6-A-X Certificates) in authorized denominations evidencing directly or indirectly the entire ownership of the Upper-Tier REMIC in exchange therefor. The Trustee further acknowledges the transfer and assignment of the Upper-Tier REMIC Regular Interests represented by the Class 6-A-1 and Class 6-A-X Certificates, respectively, and concurrently with such transfer and assignment, the Trust Administrator on behalf of the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class 6-A-1 and Class 6-A-X Certificates in exchange authorized denominations evidencing direct or indirectly the entire ownership of the Grantor Trust. The Trustee agrees to hold the Trust Fund and the Lower-Tier REMIC Regular Interests, Middle-Tier REMIC Regular Interests and the Upper-Tier REMIC Regular Interests represented by the Class 6-A-1 and Class 6-A-X Certificates, respectively, and to exercise the rights referred to above for the conveyance pursuant benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the prior sentencebest of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. (a) The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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), hereby declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Uncertificated Shifting Interest Lower-Tier Regular InterestsInterests on behalf of the Shifting Interest Middle-Tier REMIC and the Shifting Interest Certificateholders and that it holds the Uncertificated Shifting Interest Middle-Tier Regular Interests on behalf of the Shifting Interest Upper-Tier REMIC and the Shifting Interest Certificateholders, (ii) acknowledges the issuance of and hereby declares that it holds the Uncertificated Lower-Tier II Regular Interests on behalf of the Middle-Tier II REMIC and the Overcollateralized Certificateholders, and that it holds the Uncertificated Middle-Tier II Regular Interests on behalf of the Upper-Tier II REMIC and the Overcollateralized Certificateholders, and (iii) concurrently with such delivery described in clause (i), declares that it holds has executed and delivered to or upon the Excess Interest for the benefit order 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofDepositor, in exchange for the assets of the Mortgage Loans, Uncertificated Shifting Interest Lower-Tier REMICInterests, the Woodlands Mall REMIC and the Centre REMICUncertificated Shifting Interest Middle-Tier Interests, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Uncertificated Lower-Tier Regular II Interests and Uncertificated Middle-Tier II Interests, together with all other assets included in the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, definition of "Trust Estate," receipt of which is hereby acknowledged, (iii) Certificates in authorized denominations which, together with the Trustee Uncertificated Shifting Interest Lower-Tier Interests, the Uncertificated Shifting Interest Middle-Tier Interests, the Class Swap-IOA Interest, the Class Swap IOB Interest, the Class Swap IOC Interest, the Class Swap-IOD Interest, the Class Swap-IOE Interest, the Class Swap-IOF Interest, the Class Swap-IOG Interest, the Uncertificated Lower-Tier II Interests and the Uncertificated Middle-Tier II Interests, evidence ownership of the entire Trust Estate. The Securities Administrator acknowledges the obligation of the Class CE Certificates to pay Cap Carryover Amounts 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 Pooled Regular Offered Overcollateralized Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii)respectively, (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 which shall be issued, and (B) treated as beneficially owning the Certificate Administrator shall execute and cause right to be authenticated and delivered to and upon receive the order of the Depositor, (1) the Non-Vertically Retained Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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.Cap Carryover

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. (a) The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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), hereby declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Uncertificated Shifting Interest Lower-Tier Regular InterestsInterests on behalf of the Shifting Interest Middle-Tier REMIC and the Shifting Interest Certificateholders and that it holds the Uncertificated Shifting Interest Middle-Tier Regular Interests on behalf of the Shifting Interest Upper-Tier REMIC and the Shifting Interest Certificateholders, (ii) acknowledges the issuance of and hereby declares that it holds the Uncertificated Lower-Tier II Regular Interests on behalf of the Middle-Tier II REMIC and the Overcollateralized Certificateholders, and that it holds the Uncertificated Middle-Tier II Regular Interests on behalf of the Upper-Tier II REMIC and the Overcollateralized Certificateholders, and (iii) concurrently with such delivery described in clause (i), declares that it holds has executed and delivered to or upon the Excess Interest for the benefit order 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofDepositor, in exchange for the assets of the Mortgage Loans, Uncertificated Shifting Interest Lower-Tier REMICInterests, the Woodlands Mall REMIC and the Centre REMICUncertificated Shifting Interest Middle-Tier Interests, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Uncertificated Lower-Tier Regular II Interests and Uncertificated Middle-Tier II Interests, together with all other assets included in the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, definition of "Trust Estate," receipt of which is hereby acknowledged, Certificates (iiiother than the Exchangeable Certificates) in authorized denominations which, together with the Trustee Uncertificated Shifting Interest Lower-Tier Interests, the Uncertificated Shifting Interest Middle-Tier Interests, the Class Swap-IOA Interest, the Class Swap IOB Interest, the Class Swap IOC Interest, the Uncertificated Lower-Tier II Interests and the Uncertificated Middle-Tier II Interests, evidence ownership of the entire Trust Estate. The Securities Administrator acknowledges the obligation of the Class CE Certificates to pay Cap Carryover Amounts and hereby declares that it holds the same on behalf of the Holders Class T-A-1A, Class T-A-1B, Class T-A-2, Class T-A-3A, Class T-A-3B, Class T-A-4, Class T-A-5, Class T-A-6, Class T-A-7, Class T-A-8, Class T-A-9, Class T-A-10, Class T-A-11, Class T-M-1, Class T-M-2, Class T-M-3, Class T-M-4, Class T-M-5 and Class T-B-1 Certificates, respectively, which shall be treated as beneficially owning the right to receive the Cap Carryover Amounts. The Securities Administrator also acknowledges the obligation of the Class R Certificates (in respect of the Upper-Tier Residual Interest)Offered Overcollateralized Certificates, the Grantor Trust (in respect of Class T-B-1 Certificates and the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) CE Certificates to pay the Class VRR Upper-Tier Regular Interest IO Distribution Amount. (together with the other classes of REMIC regular interests in the Upper-Tier REMICb) 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual InterestIn addition, the Woodlands Mall Residual InterestSecurities Administrator shall, the Centre Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated from time to time as requested by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt beneficial owners 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 Exchangeable REMIC Certificates in exchange for the conveyance or Exchangeable Certificates pursuant to the prior sentenceSection 5.12, exchange Exchangeable REMIC Certificates for Exchangeable Certificates and vice versa.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Interests and Middle-Tier Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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), and the Montehiedra Partner Loans and the related files, subject to the provisions of Sections Section 2.01 and Section 2.02 of this Agreementand, (ii) concurrently with such delivery described in clause delivery, (i), declares that it holds ) the Mortgage Loans and Trustee acknowledges the Trust Subordinate Companion 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) issuance of the Lower-Tier Regular InterestsInterests to the Seller and the execution, authentication, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders Class LR Certificates to or upon the order of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) Seller, evidencing ownership of the prior sentence, (i) the entire Lower-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofREMIC, in exchange for the assets of Mortgage Loans (other than the Lower-Tier REMICAAPT Strip, the Woodlands Mall REMIC Class X-1A Strip, the X-1AB Strip, the Excess Interest and the Centre REMICDefault Interest), as applicablereceipt of which is hereby acknowledged, (ii) the Depositor Seller hereby conveys all rightrights, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC Class X-1B Strip to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf issuance of the Holders Middle-Tier Regular Interests to the Seller and the execution, authentication and delivery of the Class R MR Certificates (in respect to or upon the order of the UpperSeller, evidencing ownership of the entire Middle-Tier Residual Interest)REMIC, the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR UpperLower-Tier Regular Interest Interests and the Class X-1B Strip, (together with iv) the other classes of REMIC regular interests Seller hereby conveys all rights, title and interest in and to the UpperMiddle-Tier REMIC) Regular Interests and the Upper-Tier Residual Interest shall be issuedClass X-1A Strip to the Trustee, and (Bv) the Certificate Administrator shall execute Trustee acknowledges that it has executed and cause caused to be authenticated and delivered to and upon the order of the DepositorSeller, (1A) in exchange for the NonMiddle-Vertically Retained Pooled Tier Regular CertificatesInterests and the Class X-1A Strip, the Regular Certificates and (2) the Class R Certificates Certificates, (representing B) in exchange for the Lower-Tier Residual AAPT Strip, the Default Interest, the Woodlands Mall Residual InterestClass Q Certificates and (C) in exchange for the Montehiedra Partner Loans, the Centre Residual Interest and the Upper-Tier Residual Interest)Class M Certificates, in authorized denominations, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title Trustee evidencing ownership of the Upper-Tier REMIC and interest the undivided interests in and to any VRR Specific Grantor Trust Assets, any Class 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 set forth in exchange for the conveyance pursuant to the prior sentenceSection 2.06(b).

Execution and Delivery of Certificates. Issuance of Villas Parkmerced Loan REMIC Regular Interests and Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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 Agreementand, (ii) concurrently with such delivery described in clause delivery, (i), ) acknowledges and hereby declares that it holds the Villas Parkmerced Mortgage Loans Loan and the Trust Subordinate Companion Loans (exclusive of Excess Interest) other property comprising the Villas Parkmerced Loan REMIC for the benefit of (y) the Holders of the Class R LR Certificates (in respect of the Lower-Tier Residual Interestresidual interest in the Villas Parkmerced Loan REMIC) and the holder(s(z) of the Lower-Tier REMIC as the holder of the Villas Parkmerced Loan REMIC Regular Interests, ; (ii) acknowledges the issuance of the Villas Parkmerced Loan REMIC Regular Interests and the Class LR Certificates (iii) concurrently with such delivery described as provided in clause (iv), ) and hereby 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 Villas Parkmerced Loan REMIC Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets Interests on behalf of the Lower-Tier REMIC, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to and the Trustee, receipt Holders of which is hereby acknowledgedthe Certificates (other than the Class S Certificates), (iii) the Trustee acknowledges and hereby declares that it holds the same Mortgage Loans (excluding Excess Interest and the Villas Parkmerced Mortgage Loan) and the Villas Parkmerced Loan REMIC Regular Interests on behalf of the Lower-Tier REMIC and the Holders of the Class R Certificates (other than the Class S Certificates); (iv) acknowledges the issuance of the Lower-Tier Regular Interests and the residual interest in respect the Lower-Tier REMIC represented by the Class LR Certificates (as provided in clause (v)) and hereby declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) REMIC and the Holders of the Non-Vertically Retained Pooled Regular Certificates (other than the Class S and Class LR Certificates, ); and (ivv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR UpperLower-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) Interests, has caused to be executed 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 or upon the order of the Depositor, (1) or as directed by the Non-Vertically Retained Pooled terms of this Agreement, the Regular Certificates, and (2) the Class R and Class LR Certificates (representing in respect of the residual interest in the Villas Parkmerced Loan REMIC and the Lower-Tier Residual InterestREMIC) in authorized denominations, the Woodlands Mall Residual Interest, the Centre Residual Interest and the Upper-Tier Residual Interest), in each case registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the Certificate AdministratorAuthenticating Agent, which Certificates and Class S Certificates issued below evidence ownership of the entire Trust Fund. The Depositor Trustee hereby conveys all rightacknowledges the assignment to it of the Excess Interest and, title and interest in and to any VRR Specific Grantor Trust Assetsconcurrently with such assignment, any acknowledges the issuance of the Class S Specific Grantor Certificates, which are hereby designated as undivided beneficial interests in the portion of the Trust Assets Fund consisting of Excess Interest and any other property constituting the Grantor Trust to the TrusteeDistribution Account, receipt of which is hereby acknowledged. The Certificate Administrator portion 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 sentencetreated as a grantor trust.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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 Agreementand, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Lower-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre 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, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre 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 Mortgage Loans (excluding Excess Interest) on behalf of the Lower-Tier REMIC and the Holders of the Class R Certificates (other than the Class T Certificates); (ii) acknowledges the issuance of the Lower-Tier Regular Interests and the residual interest in respect the Lower-Tier REMIC represented by the Class LR Certificates (as provided in clause (iii)) and hereby declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) REMIC and the Holders of the Non-Vertically Retained Pooled Regular Certificates (other than the Class T and Class LR Certificates, ); and (iviii) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR UpperLower-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) Interests, has caused to be executed 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 or upon the order of the Depositor, (1) or as directed by the Non-Vertically Retained Pooled terms of this Agreement, the Regular Certificates, and (2) the Class R and Class LR Certificates (representing in respect of the residual interest in the Lower-Tier Residual InterestREMIC) in authorized denominations, the Woodlands Mall Residual Interest, the Centre Residual Interest and the Upper-Tier Residual Interest), in each case registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the Certificate AdministratorAuthenticating Agent, which Certificates and Class T Certificates issued below evidence ownership of the entire Trust Fund. The Depositor Trustee hereby conveys all rightacknowledges the assignment to it of the Excess Interest and, title concurrently with such assignment, acknowledges the issuance of the Class T Certificates, which are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of Excess Interest and interest in and to any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the TrusteeDistribution Account, receipt of which is hereby acknowledged. The Certificate Administrator portion 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 sentencetreated as a grantor trust.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the transfer and assignment to it of the assets of the Trust Fund related to the Group 1 Mortgage Loans and the Trust Subordinate Companion 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 Group 2 Mortgage Loans and acknowledges the Trust Subordinate Companion Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect issuance of the Lower-Tier Residual InterestREMIC A Regular Interests and the Class A-LRA Interest (represented by the Class A-LR Certificates) in exchange therefor. The Trustee acknowledges the transfer and assignment to it of the assets of the Trust Fund (related to the Mortgage Loans other than those related to the Group 1 Mortgage Loans and the Group 2 Mortgage Loans ) and acknowledges the holder(s) issuance of the Lower-Tier REMIC B 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest Interests and the Centre Residual Class A-LRB Interest shall be issued, and (represented by the Trustee and Certificate Administrator acknowledge the issuance thereof, Class A-LR) Certificates in exchange for therefor. The Trustee acknowledges the assets transfer and assignment to it of the Lower-Tier REMIC, the Woodlands Mall REMIC A Regular Interests and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier REMIC B Regular Interests, Interests and acknowledges the Woodlands Mall issuance of the Middle-Tier REMIC Regular Interests and the Centre Regular Interests Class A-MR Interest (represented by the Class A-UR Certificates) in exchange therefor. The Trustee further acknowledges the transfer and other property constituting assignment of the Upper-Tier REMIC to Regular Interests represented by the TrusteeClass 1-A-1, receipt of which is hereby acknowledgedClass 2-A-1, (iii) Class 1-A-X and Class 2-A-X Certificates, respectively, and concurrently with such transfer and assignment, the Trustee acknowledges and hereby declares that it holds the same Trust Administrator on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest)Trustee has executed, the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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 or upon the order of the Depositor, the Grantor Trust Class 1-A-1, Class 2-A-1, Class 1-A-X and Class 2-A-X Certificates in exchange authorized denominations evidencing directly or indirectly the entire ownership of the Grantor Trust. The Trustee agrees to hold the Trust Fund and the Lower-Tier REMIC A Regular Interests and the Lower-Tier REMIC B Regular Interests, the Middle-Tier REMIC Regular Interests, the Upper-Tier REMIC Regular Interests represented by the Class 1-A-1, Class 2-A-1, Class 1-A-X and Class 2-A-X Certificates, respectively, and to exercise the rights referred to above for the conveyance pursuant benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the prior sentencebest of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the transfer and assignment to it of the assets of the Trust Fund related to the Group 1 Mortgage Loans, Group 2 Mortgage Loans and Group 3 Mortgage Loans, and acknowledges the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect issuance of the Lower-Tier Residual Interest) REMIC A Interests in exchange therefor. The Trustee acknowledges the transfer and assignment to it of the holder(s) assets of the Trust Fund related to the Group 4 Mortgage Loans and acknowledges the issuance 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, REMIC B Interests in exchange for therefor. The Trustee further acknowledges the assets transfer and assignment to it of the Lower-Tier REMIC, REMIC A Regular Interests and acknowledges the Woodlands Mall issuance of the Middle-Tier REMIC Interests in exchange therefor. The Trustee further acknowledges the transfer and assignment to it of the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title Middle-Tier-REMIC Regular Interests and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall REMIC B Regular Interests and acknowledges the Centre Regular Interests and other property constituting issuance of the Upper-Tier REMIC to the TrusteeInterests. Concurrently with such transfer and assignment, 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)has executed, the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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 or upon the order of the Depositor, the Grantor Trust Certificates in exchange authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund, the Lower-Tier REMIC A Interests, the Lower-Tier REMIC B Interests, the Middle-Tier REMIC Interests and the Upper-Tier REMIC Interests and to exercise the rights referred to above for the conveyance pursuant benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the prior sentencebest of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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), hereby declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Uncertificated Lower-Tier Regular InterestsInterests on behalf of the Middle-Tier REMIC and the Certificateholders, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit Uncertificated Middle-Tier Interests on behalf of the Holders Upper-Tier REMIC and the Certificateholders and (ii) has executed and delivered to or upon the order of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofDepositor, in exchange for the assets of the Mortgage Loans, Uncertificated Middle-Tier Interests and Uncertificated Lower-Tier REMIC, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, together with all other assets included in the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, definition of "Trust Estate," receipt of which is hereby acknowledged, (iii) Certificates in authorized denominations which, together with the Trustee Class Swap-IO Interest, Uncertificated Middle-Tier Interests and Uncertificated Lower-Tier Interests, evidence ownership of the entire Trust Estate. The Securities Administrator acknowledges the obligation of the Class CE Certificates to pay Cap Carryover Amounts and hereby declares that it holds the same on behalf of the Holders Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class B-1 Certificates, respectively, which shall be treated as beneficially owning the right to receive the Cap Carryover Amounts. The Securities Administrator also acknowledges the obligation of the Class R Certificates (in respect of the Upper-Tier Residual Interest)Offered Certificates, the Grantor Trust (in respect of Class B-1 Certificates and the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) CE Certificates to pay 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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 sentenceIO Distribution Amount.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall 360 Xxxxxxxx Regular Interests and Centre 000 Xxxxx Xxxxxx Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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, the Woodlands Mall 360 Xxxxxxxx Regular Interests, the Centre 000 Xxxxx Xxxxxx Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall 360 Xxxxxxxx Residual Interest and the Centre 111 River Street 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, the Woodlands Mall REMIC 360 Xxxxxxxx XXXXX and the Centre REMIC000 Xxxxx Xxxxxx XXXXX, as xx applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall 360 Xxxxxxxx Regular Interests and the Centre 000 Xxxxx Xxxxxx 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 Uncertificated VRR Retained Pooled 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 Uncertificated VRR Retained Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall 360 Xxxxxxxx Residual Interest, the Centre 111 River Street 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 any VRR Specific Grantor Trust Assets, any Class 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 and the Uncertificated 111RR 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 conveyance pursuant to the prior sentence.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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), hereby declares that it holds the Mortgage Loans Uncertificated Lower-Tier Interests and the Trust Subordinate Companion Loans (exclusive of Excess Interest) for the benefit Uncertificated Group 4 Pooling REMIC Interest on behalf of the Holders Middle-Tier REMIC and the Certificateholders (other than holders of the Group 5 Certificates), (ii) acknowledges the issuance of and hereby declares that it holds the Uncertificated Middle-Tier Interests on behalf of the Middle-Tier REMIC and the Certificateholders (other than holders of the Group 5 Certificates), (iii) acknowledges the issuance of and hereby declares that it holds the Group 5 Uncertificated Lower-Tier Interests on behalf of the Group 5 Upper-Tier REMIC and the holders of Group 5 Certificates (other than the Class 5-P Certificates) and the Class 1-A-R Certificates Certificate (in respect of the LowerClass 5-Tier Residual UR Interest) and the holder(s) of the Lower-Tier Regular Interests), and (iiiiv) concurrently with such delivery described in clause (i), declares that it holds has executed and delivered to or upon the Excess Interest for the benefit order 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofDepositor, in exchange for the assets of Mortgage Loans, the Uncertificated Lower-Tier REMIC, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Uncertificated Group 4 Pooling REMIC Interest, the Uncertificated Middle-Tier Interests and the Centre Regular Interests and Uncertificated Group 5 Lower Tier Interests, together with all other property constituting assets included in the Upper-Tier REMIC to the Trustee, definition of "Trust Estate," 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)authorized denominations which, the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled 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 Uncertificated Lower Tier Interests, the Uncertificated Group 4 Pooling 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre Residual Interest Uncertificated Middle-Tier Interests and the Upper-Uncertificated Group 5 Lower Tier Residual Interest)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 any VRR Specific Grantor Trust Assets, any Class 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 evidence ownership of the Depositor, the Grantor entire Trust Certificates in exchange for the conveyance pursuant to the prior sentenceEstate.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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 and the Trust Subordinate Companion 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre 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, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre 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 Uncertificated Lower-Tier Interests on behalf of the Holders Middle-Tier REMIC and the Certificateholders (other than holders of the Class R Certificates (in respect Group 7 Certificates) and that it holds the Uncertificated Middle-Tier Interests on behalf of the Upper-Tier Residual InterestREMIC and the Certificateholders (other than holders of Group 7 Certificates), (ii) acknowledges the Grantor Trust (in respect issuance of and hereby declares that it holds the Uncertificated Group 7 Lower-Tier Interests on behalf of the Class VRR Group 7 Upper-Tier Regular Interest) REMIC and the Holders holders of the Non-Vertically Retained Pooled Regular Group 7 Certificates, and (iviii) 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 has executed and delivered to and or upon the order of the Depositor, (1) the Non-Vertically Retained Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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 Mortgage Loans, Uncertificated Lower-Tier Interests, Uncertificated Middle-Tier Interests and Uncertificated Group 7 Lower-Tier Interest, together with all other assets included in the definition of "Trust Estate," receipt of which, together with the Uncertificated Lower-Tier Interests and Uncertificated Middle-Tier Interests, is hereby acknowledged, the Certificates in authorized denominations which evidence ownership of the entire Trust Estate (exclusive of the assets of the Grantor Trust). The Trustee hereby declares that it holds the Yield Maintenance Agreements, the Reserve Account and the obligation of the Class 7-CE Certificateholders to pay Cap Carryover Amounts as assets of the prior sentenceGrantor Trust for the benefit of the holders of each interest-bearing Class of Group 7 Certificates.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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 Agreementand, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Lower-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre 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, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre 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 Mortgage Loans (excluding Excess Interest) on behalf of the Lower-Tier REMIC and the Holders of the Class R Certificates (other than the Class S Certificates); (ii) acknowledges the issuance of the Lower-Tier Regular Interests and the residual interest in respect the Lower-Tier REMIC represented by the Class LR Certificates (as provided in clause (iii)) and hereby declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) REMIC and the Holders of the Non-Vertically Retained Pooled Regular Certificates (other than the Class S and Class LR Certificates, ); and (iviii) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR UpperLower-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC) Interests, has caused to be executed 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 or upon the order of the Depositor, (1) or as directed by the Non-Vertically Retained Pooled terms of this Agreement, the Regular Certificates, and (2) the Class R and Class LR Certificates (representing in respect of the residual interest in the Lower-Tier Residual InterestREMIC) in authorized denominations, the Woodlands Mall Residual Interest, the Centre Residual Interest and the Upper-Tier Residual Interest), in each case registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the Certificate AdministratorAuthenticating Agent, which Certificates and Class S Certificates issued below evidence ownership of the entire Trust Fund. The Depositor Trustee hereby conveys all rightacknowledges the assignment to it of the Excess Interest and, title and interest in and to any VRR Specific Grantor Trust Assetsconcurrently with such assignment, any acknowledges the issuance of the Class S Specific Grantor Certificates, which are hereby designated as undivided beneficial interests in the portion of the Trust Assets Fund consisting of Excess Interest and any other property constituting the Grantor Trust to the TrusteeDistribution Account, receipt of which is hereby acknowledged. The Certificate Administrator portion 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 sentencetreated as a grantor trust.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. (a) The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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), hereby declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Uncertificated Shifting Interest Lower-Tier Regular InterestsInterests on behalf of the Shifting Interest Middle-Tier REMIC and the Shifting Interest Certificateholders and that it holds the Uncertificated Shifting Interest Middle-Tier Regular Interests on behalf of the Shifting Interest Upper-Tier REMIC and the Shifting Interest Certificateholders, (ii) acknowledges the issuance of and hereby declares that it holds the Uncertificated Lower-Tier II Regular Interests on behalf of the Middle-Tier II REMIC and the Overcollateralized Certificateholders, and that it holds the Uncertificated Middle-Tier II Regular Interests on behalf of the Upper-Tier II REMIC and the Overcollateralized Certificateholders, and (iii) concurrently with such delivery described in clause (i), declares that it holds has executed and delivered to or upon the Excess Interest for the benefit order 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofDepositor, in exchange for the assets of the Mortgage Loans, Uncertificated Shifting Interest Lower-Tier REMICInterests, the Woodlands Mall REMIC and the Centre REMICUncertificated Shifting Interest Middle-Tier Interests, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Uncertificated Lower-Tier Regular II Interests and Uncertificated Middle-Tier II Interests, together with all other assets included in the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, definition of "Trust Estate," receipt of which is hereby acknowledged, Certificates (iiiother than the Exchangeable Certificates) in authorized denominations which, together with the Trustee Uncertificated Shifting Interest Lower-Tier Interests, the Uncertificated Shifting Interest Middle-Tier Interests, the Class Swap-IOA Interest, the Class Swap IOB Interest, the Class Swap IOC Interest, the Uncertificated Lower-Tier II Interests and the Uncertificated Middle-Tier II Interests, evidence ownership of the entire Trust Estate. The Securities Administrator acknowledges the obligation of the Class CE Certificates to pay Cap Carryover Amounts and hereby declares that it holds the same on behalf of the Holders Class T-A-1A, Class T-A-1B, Class T-A-2, Class T-A-3, Class T-A-4, Class T-A-5, Class T-A-6, Class T-M-1, Class T-M-2, Class T-M-3, Class T-M-4, Class T-M-5 and Class T-B-1 Certificates, respectively, which shall be treated as beneficially owning the right to receive the Cap Carryover Amounts. The Securities Administrator also acknowledges the obligation of the Class R Certificates (in respect of the Upper-Tier Residual Interest)Offered Overcollateralized Certificates, the Grantor Trust (in respect of Class T-B-1 Certificates and the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) CE Certificates to pay the Class VRR Upper-Tier Regular Interest IO Distribution Amount. (together with the other classes of REMIC regular interests in the Upper-Tier REMICb) 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual InterestIn addition, the Woodlands Mall Residual InterestSecurities Administrator shall, the Centre Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated from time to time as requested by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt beneficial owners 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 Exchangeable REMIC Certificates in exchange for the conveyance or Exchangeable Certificates pursuant to the prior sentenceSection 5.12, exchange Exchangeable REMIC Certificates for Exchangeable Certificates and vice versa.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the transfer and assignment to it of the Mortgage Loans and assets of the Trust Subordinate Companion Loans Fund and acknowledges 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 and the Trust Subordinate Companion Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect issuance of the Lower-Tier Residual Interest) REMIC Regular Interests and the holder(s) Class A-LR Certificates in exchange therefor. The Trustee acknowledges the transfer and assignment to it of the Lower-Tier REMIC Regular Interests, Interests and (iii) concurrently with such delivery described in clause (i), declares that it holds acknowledges the Excess Interest for the benefit issuance of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the LowerMiddle-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre 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, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests Class A-MR Interest in exchange therefor. The Trustee further acknowledges the transfer and other property constituting assignment to it of the UpperMiddle-Tier REMIC to Regular Interests and, concurrently with such transfer and assignment, acknowledges 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 issuance of the Class R Certificates (in respect of the UpperA-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre Residual UR Interest and the Upper-Tier Residual Interest), registered in the names set forth in such order and duly authenticated REMIC Regular Interests represented by the Certificate Administrator. The Depositor hereby conveys all rightClass 1-A-1 and Class 1-A-X Certificates, title respectively, and interest in and to any VRR Specific Grantor the Trust AssetsAdministrator on behalf of the Trustee has executed, any Class 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 or upon the order of the Depositor, the Grantor Certificates (other than the Class 1-A-1 and Class 1-A-X Certificates) in authorized denominations evidencing directly or indirectly the entire ownership of the Upper-Tier REMIC in exchange therefor. The Trustee further acknowledges the transfer and assignment of the Upper-Tier REMIC Regular Interests represented by the Class 1-A-1 and Class 1-A-X Certificates, respectively, and concurrently with such transfer and assignment, the Trust Administrator on behalf of the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class 1-A-1 and Class 1-A-X Certificates in exchange authorized denominations evidencing direct or indirectly the entire ownership of the Grantor Trust. The Trustee agrees to hold the Trust Fund and the Lower-Tier REMIC Regular Interests, Middle-Tier REMIC Regular Interests and the Upper-Tier REMIC Regular Interests represented by the Class 1-A-1 and Class 1-A-X Certificates, respectively, and to exercise the rights referred to above for the conveyance pursuant benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the prior sentencebest of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the transfer and assignment to it of the assets of the Trust Fund related to the Group 1 Mortgage Loans and acknowledges the Trust Subordinate Companion 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 and the Trust Subordinate Companion Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect issuance of the Lower-Tier Residual InterestREMIC A Regular Interests and the Class A-LRA Interest (represented by the Class A-LR Certificates) in exchange therefor. The Trustee acknowledges the transfer and assignment to it of the assets of the Trust Fund (related to the Mortgage Loans other than those related to the Group 1 Mortgage Loans) and acknowledges the holder(s) issuance of the Lower-Tier REMIC B 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest Interests and the Centre Residual Class A-LRB Interest shall be issued, and (represented by the Trustee and Certificate Administrator acknowledge the issuance thereof, Class A-LR) Certificates in exchange for therefor. The Trustee acknowledges the assets transfer and assignment to it of the Lower-Tier REMIC, the Woodlands Mall REMIC A Regular Interests and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier REMIC B Regular Interests, Interests and acknowledges the Woodlands Mall issuance of the Middle-Tier REMIC Regular Interests and the Centre Regular Interests Class A-MR Interest (represented by the Class A-UR Certificates) in exchange therefor. The Trustee further acknowledges the transfer and other property constituting assignment to it of the UpperMiddle-Tier REMIC to Regular Interests and, concurrently with such transfer and assignment, acknowledges 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 issuance of the Class R Certificates (in respect of the UpperA-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre Residual UR Interest and the Upper-Tier Residual Interest)REMIC Regular Interests and the Trust Administrator on behalf of the Trustee has executed, 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 any VRR Specific Grantor Trust Assets, any Class 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 or upon the order of the Depositor, the Grantor Certificates (other than the Class 1-A-1, Class 1-A-2 and Class 1-A-X Certificates) in authorized denominations evidencing directly or indirectly the entire ownership of the Upper-Tier REMIC in exchange therefor. The Trustee further acknowledges the transfer and assignment of the Upper-Tier REMIC Regular Interests represented by the Class 1-A-1, Class 1-A-2 and Class 1-A-X Certificates, respectively, and concurrently with such transfer and assignment, the Trust Administrator on behalf of the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class 1-A-1, Class 1-A-2 and Class 1-A-X Certificates in exchange authorized denominations evidencing directly or indirectly the entire ownership of the Grantor Trust. The Trustee agrees to hold the Trust Fund and the Lower-Tier REMIC A Regular Interests and the Lower-Tier REMIC B Regular Interests, the Middle-Tier REMIC Regular Interests, the Upper-Tier REMIC Regular Interests represented by the Class 1-A-1, Class 1-A-2 and Class 1-A-X Certificates, respectively, and to exercise the rights referred to above for the conveyance pursuant benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the prior sentencebest of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. (a) The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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), hereby declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Uncertificated Shifting Interest Lower-Tier Regular InterestsInterests on behalf of the Shifting Interest Middle-Tier REMIC and the -140- Shifting Interest Certificateholders and that it holds the Uncertificated Shifting Interest Middle-Tier Regular Interests on behalf of the Shifting Interest Upper-Tier REMIC and the Shifting Interest Certificateholders, (ii) acknowledges the issuance of and hereby declares that it holds the Uncertificated Lower-Tier II Regular Interests on behalf of the Middle-Tier II REMIC and the Overcollateralized Certificateholders, and that it holds the Uncertificated Middle-Tier II Regular Interests on behalf of the Upper-Tier II REMIC and the Overcollateralized Certificateholders, and (iii) concurrently with such delivery described in clause (i), declares that it holds has executed and delivered to or upon the Excess Interest for the benefit order 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereofDepositor, in exchange for the assets of the Mortgage Loans, Uncertificated Shifting Interest Lower-Tier REMICInterests, the Woodlands Mall REMIC and the Centre REMICUncertificated Shifting Interest Middle-Tier Interests, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Uncertificated Lower-Tier Regular II Interests and Uncertificated Middle-Tier II Interests, together with all other assets included in the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, definition of "Trust Estate," receipt of which is hereby acknowledged, (iii) Certificates in authorized denominations which, together with the Trustee Uncertificated Shifting Interest Lower-Tier Interests, the Uncertificated Shifting Interest Middle-Tier Interests, the Class Swap-IOA Interest, the Class Swap IOB Interest, the Class Swap IOC Interest, the Class Swap-IOD Interest, the Class Swap-IOE Interest, the Class Swap-IOF Interest, the Class Swap-IOG Interest, the Uncertificated Lower-Tier II Interests and the Uncertificated Middle-Tier II Interests, evidence ownership of the entire Trust Estate. The Securities Administrator acknowledges the obligation of the Class CE Certificates to pay Cap Carryover Amounts and hereby declares that it holds the same on behalf of the Holders Offered Overcollateralized Certificates, respectively, which shall be treated as beneficially owning the right to receive the Cap Carryover Amounts. The Securities Administrator also acknowledges the obligation of the Class R Offered Overcollateralized Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of and the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) CE Certificates to pay 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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 sentenceIO Distribution Amount.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion 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 Agreementand, (ii) concurrently with such delivery described in clause delivery, (i), ) acknowledges and hereby declares that it holds the Mortgage Loans and the Trust Subordinate Companion Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect Loan REMIC Regular Interest on behalf of the Lower-Tier Residual InterestREMIC and the Certificateholders; (ii) acknowledges the issuance of the Lower-Tier Regular Interests and the [Class LR] Certificates (as provided in clause (iii)) and hereby declares that it holds the holder(sLower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Holders of the Certificates (other than the [Class LR] Certificate); and (iii) of in exchange for the Lower-Tier Regular Interests, has caused to be executed 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, the Woodlands Mall Regular Interests, the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre 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, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre 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 Pooled 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 caused to be authenticated and delivered to and or upon the order of the Depositor, (1) or as directed by the Non-Vertically Retained Pooled terms of this Agreement, the Regular Certificates, [Class R] and (2) the [Class R LR] Certificates (representing in respect of the residual interest in the Lower-Tier Residual InterestREMIC) in authorized denominations, the Woodlands Mall Residual Interest, the Centre Residual Interest and the Upper-Tier Residual Interest), in each case registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the Certificate AdministratorAuthenticating Agent, which Certificates and Lower-Tier Regular Interests evidence ownership of the entire Trust Fund. The Depositor Trustee hereby conveys all rightacknowledges the assignment to it of the Loan REMIC Residual Interest and, title and concurrently with such assignment, acknowledges the issuance of the [Class LR] Certificates (in respect of the beneficial interest in the Loan REMIC Residual Interest), which are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of the Loan REMIC Residual Interest and to any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and any other property constituting the related portion of the Grantor Trust to the TrusteeDistribution Account, receipt of which is hereby acknowledged. The Certificate Administrator portion shall execute and cause to be authenticated and delivered to and upon the order treated as part of the Depositor, the Grantor Trust Certificates in exchange for the conveyance pursuant to the prior sentenceTrust.

Execution and Delivery of Certificates. Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests. (a) The Trustee Securities Administrator (i) acknowledges the assignment to it issuance of the Mortgage Loans and the Trust Subordinate Companion 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), hereby declares that it holds the Mortgage Loans and the Trust Subordinate Companion 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 Uncertificated Shifting Interest Lower-Tier Regular InterestsInterests on behalf of the Shifting Interest Middle-Tier REMIC and the Shifting Interest Certificateholders and that it holds the Uncertificated Shifting Interest Middle-Tier Regular Interests on behalf of the Shifting Interest Upper-Tier REMIC and the Shifting Interest Certificateholders, (ii) acknowledges the issuance of and (iii) concurrently with such delivery described in clause (i), hereby 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 Uncertificated Lower-Tier II Regular Interests, Interests on behalf of the Woodlands Mall Regular Interests, the Centre Regular Interests, the LowerUpper-Tier Residual Interest, the Woodlands Mall Residual Interest II REMIC and the Centre Residual Interest shall be issued, Overcollateralized Certificateholders and (iii) has executed and delivered to or upon the Trustee and Certificate Administrator acknowledge order of the issuance thereofDepositor, in exchange for the assets of the Mortgage Loans, Uncertificated Shifting Interest Lower-Tier REMICInterests, the Woodlands Mall REMIC Uncertificated Shifting Interest Middle-Tier Interests and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and to the Uncertificated Lower-Tier Regular II Interests, together with all other assets included in the Woodlands Mall Regular Interests and the Centre Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, definition of "Trust Estate," receipt of which is hereby acknowledged, Certificates (iiiother than the Exchangeable Certificates) in authorized denominations which, together with the Trustee Uncertificated Shifting Interest Lower-Tier Interests, the Uncertificated Shifting Interest Middle-Tier Interests and the Uncertificated Lower-Tier II Interests, evidence ownership of the entire Trust Estate. The Securities Administrator acknowledges the obligation of the Class CE Certificates to pay Rate Cap Carryover Amounts and hereby declares that it holds the same on behalf of the Holders Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-0 xxx Xxxxx X-8 Certificates, respectively, which shall be treated as beneficially owning the right to receive the Rate Cap Carryover Amounts. The Securities Administrator also acknowledges the obligation of the Offered Overcollateralized Certificates and the Class R CE Certificates to pay the Class IO Distribution Amount. (in respect of the Upper-Tier Residual Interest)b) In addition, the Grantor Trust (in respect Securities Administrator shall, from time to time as requested by beneficial owners of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Vertically Retained Pooled 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 Exchangeable 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 Pooled Regular Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre 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 any VRR Specific Grantor Trust Assets, any Class 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 or Exchangeable Certificates in exchange for the conveyance pursuant to the prior sentenceSection 5.14, exchange Exchangeable REMIC Certificates for Exchangeable Certificates and vice versa.