Common use of Sale of REMIC Certificates and MACR Certificates Clause in Contracts

Sale of REMIC Certificates and MACR Certificates. The Depositor, by delivering any Assets pursuant to this Agreement for inclusion in the related Trust Fund, unconditionally, absolutely and irrevocably hereby transfers, assigns, sets over and otherwise conveys to the Trustee, on behalf of the related Holders, all of the Depositor’s right, title and interest in and to such Assets, including all payments of principal and interest thereon received after the month in which the Startup Day occurs. Concurrently with the Depositor’s transferring, assigning, setting over and otherwise conveying the Assets to the Trustee for a Trust Fund, the Trustee accepts the Assets so conveyed into the related Trust Fund and acknowledges that it holds the entire corpus of each Trust Fund in trust for the exclusive benefit of the related Holders of REMIC Certificates and MACR Certificates, as applicable, and shall deliver to, or on the order of, the Depositor, the REMIC Certificates and MACR Certificates issued by such Trust Fund. The Administrator agrees to administer the related Trust Fund and such Series in accordance with the terms of this Agreement. On the related Startup Day and upon payment to the Depositor for any REMIC Certificate or MACR Certificate by a Holder, such Holder shall, by virtue thereof, acknowledge, accept and agree to be bound by all of the terms and conditions of this Agreement.