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

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest) to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest) (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the Trust Companion Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC, the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the Trust Companion Loans and the other assets comprising the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC and the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Class UH5 Certificates and the Class UH5-R Interest to the Depositor in exchange for the assets comprising the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC; (ii) acknowledges the issuance of the Uncertificated Lower-Tier Interests Interests, the Subordinate Loan-Specific Certificates and the Class LR Interest by the Certificate Administrator to the Depositor; (iiiii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iiiiv) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (ivv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (and together with, in the case of the Class NR UH5 Certificates, the Depositor’s interest in the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC and, in the case of the Class Z Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, the Class Z Certificates, the Class UH5 Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and additionally, (x) additionally, in the case of the Class NR UH5 Certificates, the beneficial ownership of the respective portion of the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC, (y) in the case of the Class Z Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (yz) in the case of the Class R Certificates, the Class UH5-R Interest, the Class LR Interest and the Class UR Interest); and (vi) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest) to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of other than the Class NR Certificates, the Depositor’s interest in the Grantor TrustLP Uncertificated Interest), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, and (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-2FL Certificates), the Class A-2FL Regular Interest, the Class S Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-2FL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. The Depositor, as of the Closing Date, and (x) additionallyconcurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the case Class A-2FL Regular Interest to the Trustee for the benefit of the respective Holders of the Class NR A-2FL Certificates, . The Trustee (i) acknowledges the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case assignment to it of the Class R CertificatesA-2FL Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class A-2FL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for, the Class LR A-2FL Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges the receipt by it or its designees of the Class UR A-2FL Certificates in authorized Denominations. In exchange for the Excess Interest), the Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans Loans, and, subject to Section Sections 2.01 and 2.02, the delivery to the it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase AgreementsAgreement, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, delivery and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and to or upon the Class LR Interest by the Certificate Administrator to order of the Depositor; , (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of and hereby declares that it holds the Uncertificated Lower-Tier Interests to on behalf of the Upper-Tier REMIC; REMIC and Holders of the Certificates (other than the Class R-I Certificates) and (iviii) immediately thereafteracknowledges the execution by the Certificate Registrar and the authentication and delivery by the Authenticating Agent of the Class R-I Certificates to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests (together withMortgage Loans, in the case receipt of the Class NR Certificateswhich is hereby acknowledged, the Depositor’s interest in the Grantor Trust)and immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Interest Certificates and the Class R R-II Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Trustee to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Trustee to or upon the order of the Depositor, and (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-2FL Certificates), the Class A-2FL Regular Interest, the Class HG Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-2FL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. The Depositor, as of the Closing Date, and (x) additionallyconcurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the case Class A-2FL Regular Interest to the Trustee for the benefit of the respective Holders of the Class NR A-2FL Certificates, . The Trustee (i) acknowledges the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case assignment to it of the Class R CertificatesA-2FL Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares that it holds and will hold the Swap Contract and the Class A-2FL Regular Interest in trust for the exclusive use and benefit of all present and future Holders of the Class A-2FL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for, the Class LR A-2FL Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges the receipt by it or its designees of the Class UR A-2FL Certificates in authorized Denominations. In exchange for the Excess Interest), the Trustee acknowledges that it has caused the Certificate Registrar to execute and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)Loans, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; , (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; REMIC and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case REMIC. [End of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).Article II]

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust)Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than exclusive of Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Trustee to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Trustee to or upon the order of the Depositor, (iii) acknowledges the issuance of the Uncertificated Middle-Tier Interests by the Trustee to the Depositor and (ii) acknowledges the authentication and delivery of the Class MR Certificates by the Trustee to or upon the order of the Depositor, (iv) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Middle-Tier REMIC, (v) acknowledges the contribution by the Depositor of the Uncertificated Middle-Tier Interests to the Upper-Tier REMIC; REMIC and (ivvi) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-2SFL Certificates and the Class A-JFL Certificates) and the Class R CertificatesCertificates as to which the Trustee acknowledges authentication and delivery by the Trustee, to or upon the order of the Depositor, and the Class A-2SFL Regular Interest and the Class A-JFL Regular Interest, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-2SFL Regular Interest and the Class A-JFL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionallyREMIC. The Depositor, in the case as of the Class NR CertificatesClosing Date, and concurrently with the beneficial ownership execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the respective portion of the Grantor Trust, Depositor in and (y) in the case of to the Class R Certificates, the Class LR A-2SFL Regular Interest and the Class UR A-JFL Regular Interest to the Trustee for the benefit of the respective Holders of the Class A-2SFL Certificates and the Class A-JFL Certificates, respectively. The Trustee (i) acknowledges the assignment to it of the Class A-2SFL Regular Interest and the Class A-JFL Regular Interest and acknowledges that it has executed the Swap Contracts, (ii) declares that it holds and will hold the Class A-2SFL and Class A-JFL Regular Interests and respective Swap Contract in trust for the exclusive use and benefit of all present and future Holders of the Class A-2SFL Certificates and the Class A-JFL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Class A-2SFL Regular Interest and the Class A-JFL Regular Interest and for entering into the respective Swap Contracts, and the Depositor hereby acknowledges the receipt by it or its designees of the Class A-2SFL Certificates and Class A-JFL Certificates in authorized Denominations. In exchange for the Excess Interest), the Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, and (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. In exchange for the Excess Interest, the Trustee acknowledges that it has caused the Certificate Registrar to execute and (x) additionally, in has caused the case Authenticating Agent to authenticate and to deliver to or upon the order of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of Depositor the Class R Certificates, the Class LR Interest and the Class UR Interest)S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; , (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; REMIC and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (xi) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (yii) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Majority Mortgage Loans and the Loan REMIC Regular Interests and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust Class LR Certificates (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor respect of the Uncertificated residual interest in the Lower-Tier Interests REMIC) by the Paying Agent to or upon the Upper-Tier REMIC; and (iv) immediately thereafterorder of the Depositor, in exchange for the Uncertificated Lower-Tier Interests Majority Mortgage Loans (together withother than Excess Interest) and the Loan REMIC Regular Interests, in the case receipt of the Class NR Certificateswhich is hereby acknowledged, the Depositor’s interest in the Grantor Trust)and immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the portion of the Class NR Certificates evidencing the portion of the Trust Fund consisting of the Excess Interest and the Excess Interest Distribution Account), the Class PS Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Trustee to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Trustee to or upon the order of the Depositor, (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; REMIC and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-2FL Certificates) and the Class R Certificates, and the Trustee acknowledges the issuance of the Class A-2FL Regular Interest, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-2FL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. The Depositor, as of the Closing Date, and (x) additionallyconcurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the case Class A-2FL Regular Interest to the Trustee for the benefit of the respective Holders of the Class NR A-2FL Certificates, . The Trustee (i) acknowledges the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case assignment to it of the Class R CertificatesA-2FL Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares that it holds and will hold the Class LR A-2FL Regular Interest and the Swap Contract in trust for the exclusive use and benefit of all present and future Holders of the Class UR A-2FL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Class A-2FL Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges the receipt by it or its designees of the Class A-2FL Certificates in authorized Denominations. In exchange for the Excess Interest), the Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans Loans, and, subject to Section Sections 2.01 and 2.02, the delivery to the it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase AgreementsAgreement, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, delivery and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and to or upon the Class LR Interest by the Certificate Administrator to order of the Depositor; , (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of and hereby declares that it holds the Uncertificated Lower-Tier Interests to on behalf of the Upper-Tier REMIC; REMIC and Holders of the Certificates (other than the Class R-I Certificates) and (iviii) immediately thereafteracknowledges the authentication and delivery of the Class R-I Certificates to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests (together withMortgage Loans receipt of which is hereby acknowledged, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust)and immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Interest Certificates and the Class R R-II Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the Trust Companion Loan and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the U-Haul Self Storage Trust Companion Loan REMIC, the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the Trust Companion Loan and the other assets comprising the U-Haul Self Storage Trust Companion Loan REMIC and the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Class UHP Certificates and the Class UHP-R Interest to the Depositor in exchange for the assets comprising the U-Haul Self Storage Trust Companion Loan REMIC; (ii) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (iiiii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iiiiv) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest) to the Upper-Tier REMIC; and (ivv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest), and (together with, in the case of the Class NR UHP Certificates, the Depositor’s interest in the U-Haul Self Storage Trust Companion Loan REMIC and, in the case of the Class Z Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, the Class Z Certificates, the Class UHP Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and additionally, (x) additionally, in the case of the Class NR UHP Certificates, the beneficial ownership of the respective portion of the U-Haul Self Storage Trust Companion Loan REMIC, (y) in the case of the Class Z Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (yz) in the case of the Class R Certificates, the Class UHP-R Interest, the Class LR Interest and the Class UR Interest); and (vi) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Lower Tier Interests (other than the Class LP Uncertificated Interest) to the Upper-Upper Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Lower Tier Interests (other than the Class LP Uncertificated Interest) (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)Loans, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, (iii) acknowledges the issuance of the Uncertificated Middle-Tier Interests by the Paying Agent to the Depositor and (ii) acknowledges the authentication and delivery of the Class MR Certificates by the Paying Agent to or upon the order of the Depositor, (iv) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Middle-Tier REMIC, (v) acknowledges the contribution by the Depositor of the Uncertificated Middle-Tier Interests to the Upper-Tier REMIC; REMIC and (ivvi) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-2SFL Certificates and the Class A-3SFL Certificates) and the Class R CertificatesCertificates as to which the Trustee acknowledges authentication and delivery by the Paying Agent, to or upon the order of the Depositor, and the Class A-2SFL Regular Interest and the Class A-3SFL Regular Interest, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-2SFL Regular Interest and the Class A-3SFL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionallyREMIC. The Depositor, in the case as of the Class NR CertificatesClosing Date, and concurrently with the beneficial ownership execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the respective portion of the Grantor Trust, Depositor in and (y) in the case of to the Class R Certificates, the Class LR A-2SFL Regular Interest and the Class UR Interest)A-3SFL Regular Interest to the Trustee for the benefit of the respective Holders of the Class A-2SFL Certificates and the Class A-3SFL Certificates, respectively. The Trustee (i) acknowledges the assignment to it of the Class A-2SFL Regular Interest and the Class A-3SFL Regular Interest and acknowledges that it has executed the Swap Contracts, (ii) declares that it holds and will hold the Class A-2SFL and Class A-3SFL Regular Interests and respective Swap Contract in trust for the exclusive use and benefit of all present and future Holders of the Class A-2SFL Certificates and the Class A-3SFL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Class A-2SFL Regular Interest and the Class A-3SFL Regular Interest and for entering into the respective Swap Contracts, and the Depositor hereby acknowledges the receipt by it or its designees of the Class A-2SFL Certificates and Class A-3SFL Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; , (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; REMIC and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates, the Class S Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, and (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-JFL Certificates), the Class A-JFL Regular Interest and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-JFL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. The Depositor, as of the Closing Date, and (x) additionallyconcurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the case Class A-JFL Regular Interest to the Trustee for the benefit of the respective Holders of the Class NR A-JFL Certificates, . The Trustee (i) acknowledges the beneficial ownership assignment to it of the respective portion Class A-JFL Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Grantor TrustClass A-JFL Certificates, and (yiii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for, the case Class A-JFL Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges the receipt by it or its designees of the Class R CertificatesA-JFL Certificates in authorized Denominations. In exchange for the Excess Interest, the Class LR Interest Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class UR Interest)S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans Loans, and, subject to Section Sections 2.01 and 2.02, the delivery to the it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase AgreementsAgreement, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, delivery and in exchange for the Mortgage Loans therefor (other than Excess Interestany Post-ARD Additional Interest received on any ARD Loan), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and in exchange for the Class LR Interest by assets of the Certificate Administrator to the Depositor; Lower-Tier REMIC, (ii) acknowledges the creation execution by the Certificate Registrar and the authentication and delivery by the Authenticating Agent of the Grantor Trust (as described in Section 2.05 below); Class R-I Certificates to or upon the order of the Depositor, (iii) acknowledges the contribution by the Depositor of transfer to it and hereby declares that it holds the Uncertificated Lower-Tier Interests to on behalf of the Upper-Tier REMIC; REMIC and Holders of the Certificates (ivother than the Class Y Certificates and the Class R-I Certificates) and immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Interest Certificates and the Class R R-II Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (xiv) additionallyacknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange for the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R CertificatesPost-ARD Additional Interest, the Class LR Interest Y Certificates, and the Class UR Interest)Depositor hereby acknowledges the receipt by it or its designees of such Certificates.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)Loans, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; , (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; REMIC and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-MFL Certificates) and the Class R Certificates and the Class R CertificatesA-MFL Regular Interest, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-MFL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. The Depositor, as of the Closing Date, and (x) additionallyconcurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the case Class A-MFL Regular Interest to the Trustee for the benefit of the Holders of the Class NR A-MFL Certificates, . The Trustee (i) acknowledges the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case assignment to it of the Class R CertificatesA-MFL Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class LR A-MFL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Class A-MFL Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges the receipt by it or its designees of the Class UR Interest)A-MFL Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Majority Mortgage Loans and the Loan REMIC Regular Interests and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust Class LR Certificates (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor respect of the Uncertificated residual interest in the Lower-Tier Interests REMIC) by the Paying Agent to or upon the Upper-Tier REMIC; and (iv) immediately thereafterorder of the Depositor, in exchange for the Uncertificated Lower-Tier Interests Majority Mortgage Loans (together withother than Excess Interest) and the Loan REMIC Regular Interests, in the case receipt of the Class NR Certificateswhich is hereby acknowledged, the Depositor’s interest in the Grantor Trust)and immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the portion of the Class NR Certificates evidencing the portion of the Trust Fund consisting of the Excess Interest and the Excess Interest Distribution Account), the Class AC Certificates, the Class BM Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interests) and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest) to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest) (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, and (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans Loans, and, subject to Section Sections 2.01 and 2.02, the delivery to the it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase AgreementsAgreement, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, delivery and in exchange for the Mortgage Loans therefor (other than Excess Interestany Post-ARD Additional Interest received on any ARD Loan), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and in exchange for the Class LR Interest by assets of the Certificate Administrator to the Depositor; Lower-Tier REMIC, (ii) acknowledges the creation execution by the Certificate Registrar and the authentication and delivery by the Authenticating Agent of the Grantor Trust (as described in Section 2.05 below); Class R-I Certificates to or upon the order of the Depositor, (iii) acknowledges the contribution by the Depositor of transfer to it and hereby declares that it holds the Uncertificated Lower-Tier Interests to on behalf of the Upper-Tier REMIC; REMIC and Holders of the Certificates (ivother than the Class Y Certificates and the Class R-I Certificates) and the Class A-MFL REMIC II Regular Interest and Class A-JFL REMIC II Regular Interest and immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Interest Certificates (other than the Class A-MFL and Class A-JFL Certificates), the Class A-MFL REMIC II Regular Interest and the Class R A-JFL REMIC II Regular Interest and the Class R-II Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC REMIC, (iv) it has caused the Certificate Registrar to execute and (x) additionallycaused the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in the case of exchange for the Class NR A-MFL REMIC II Regular Interest and Class A-JFL REMIC II Regular Interest and the related Swap Agreements, the Class A-MFL and Class A-JFL Certificates, respectively, and the beneficial ownership Depositor hereby acknowledges the receipt by it or its designees of the respective portion of the Grantor Trustsuch Certificates, and (yv) in acknowledges that it has caused the case Certificate Registrar to execute and caused the Authenticating Agent to authenticate and deliver to or upon the order of the Class R CertificatesDepositor, in exchange for the Post-ARD Additional Interest, the Class LR Interest Y Certificates, and the Class UR Interest)Depositor hereby acknowledges the receipt by it or its designees of such Certificates.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests by the Paying Agent to the Depositor and the authentication and delivery of the Class LR Interest Certificates by the Certificate Administrator Paying Agent to or upon the order of the Depositor; , in exchange for the Mortgage Loans (other than Excess Interest thereon) receipt of which is hereby acknowledged, (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor assignments to it of the Uncertificated Lower-Tier Interests to and the other assets comprising the Upper-Tier REMIC; REMIC and (iviii) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the portion of the Class NR Certificates evidencing portion of the Trust Fund consisting of the Excess Interest and the Excess Interest Distribution Account) and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, and (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-3FL Certificates), the Class A-3FL Regular Interest and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-3FL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. The Depositor, as of the Closing Date, and (x) additionallyconcurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the case Class A-3FL Regular Interest to the Trustee for the benefit of the respective Holders of the Class NR A-3FL Certificates, . The Trustee (i) acknowledges the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case assignment to it of the Class R CertificatesA-3FL Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class A-3FL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for, the Class LR A-3FL Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges the receipt by it or its designees of the Class UR A-3FL Certificates in authorized Denominations. In exchange for the Excess Interest), the Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; , (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; REMIC and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. In exchange for the Excess Interest, the Trustee acknowledges that it has caused the Certificate Registrar to execute and (x) additionally, in caused the case Authenticating Agent to authenticate and to deliver to or upon the order of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of Depositor the Class R Certificates, the Class LR Interest and the Class UR Interest)S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Paying Agent to or upon the order of the Depositor, and (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-2FL Certificates), the Class A-2FL Regular Interest and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates and the Class A-2FL Regular Interest in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. The Depositor, as of the Closing Date, and (x) additionallyconcurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the case Class A-2FL Regular Interest to the Trustee for the benefit of the Holders of the Class NR A-2FL Certificates, . The Trustee (i) acknowledges the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case assignment to it of the Class R CertificatesA-2FL Regular Interest and acknowledges that it has executed the Swap Contract, (ii) declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Class A-2FL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for, the Class LR A-2FL Regular Interest and for entering into the Swap Contract, and the Depositor hereby acknowledges the receipt by it or its designees of the Class UR A-2FL Certificates in authorized Denominations. In exchange for the Excess Interest), the Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class S Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans Loans, the Loan REMIC Regular Interests, the Loan REMIC Residual Interests and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than and in the case of the Logan Portfolio Mortgage Loans, the Loan REMIC Regular Interests) (othex xxxn Excess InterestInterest and Prepayment Penalties), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Trustee to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust (as described in Section 2.05 below); Class LR Certificates by the Trustee to or upon the order of the Depositor, (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; REMIC and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (REMIC. In exchange for the Excess Interest, the Trustee acknowledges that it has caused the Certificate Registrar to execute and (x) additionally, in caused the case Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class NR CertificatesS Certificates in authorized Denominations. In exchange for the Loan REMIC Residual Interests, the beneficial ownership Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, Depositor the Class LR Interest Certificates in authorized Denominations. In exchange for the Prepayment Penalties, the Trustee acknowledges that it has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor the Class UR Interest)X-PP1 and Class X-PP2 Certificates in authorized Denominations.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans Loans, each Loan REMIC Regular Interest and each Loan REMIC Residual Interest, and, subject to Section Sections 2.01 and 2.02, the delivery to the it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase AgreementsAgreement, together with the assignment to it of all of the other assets included in the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, the Trustee (i) acknowledges and hereby declares that it holds each Loan REMIC Regular Interest on behalf of the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment Certificateholders and delivery, and in exchange for holds each Loan REMIC Residual Interest on behalf of the Mortgage Loans Holders of the Class R-I Certificates; (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (iii) acknowledges the issuance of the Uncertificated Lower-Tier Interests and to or upon the Class LR Interest by the Certificate Administrator to order of the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); , (iii) acknowledges the contribution by the Depositor of and hereby declares that it holds the Uncertificated Lower-Tier Interests to on behalf of the Upper-Tier REMIC; REMIC and Holders of the Certificates (other than the Class R-I Certificates) and (iv) immediately thereafteracknowledges the execution by the Certificate Registrar and the authentication and delivery by the Authenticating Agent of the Class R-I Certificates to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests Mortgage Loans (together withother than the Loan REMIC Loans) and the Loan REMIC Regular Interests, in the case receipt of the Class NR Certificateswhich is hereby acknowledged, the Depositor’s interest in the Grantor Trust)and immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Interest Certificates and the Class R R-II Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the ESK Companion Loan and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest)) and the ESK Companion Loan and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests Interests, the Class ESK Certificates and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (and together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and additionally, (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class EC Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Majority Mortgage Loans and the Loan REMIC Regular Interests and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Trustee to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust Class LR Certificates (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor respect of the Uncertificated residual interest in the Lower-Tier Interests REMIC) to or upon the Upper-Tier REMIC; and (iv) immediately thereafterorder of the Depositor, in exchange for the Uncertificated Lower-Tier Interests Majority Mortgage Loans (together withother than Excess Interest) and the Loan REMIC Regular Interests, in the case receipt of the Class NR Certificateswhich is hereby acknowledged, the Depositor’s interest in the Grantor Trust)and immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates, the Class CM Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans Loans, and, subject to Section Sections 2.01 and 2.02, the delivery to the it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase AgreementsAgreement, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, delivery and in exchange for the Mortgage Loans therefor (other than Excess Interestany Post-ARD Additional Interest received on any ARD Loan), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and to or upon the Class LR Interest by the Certificate Administrator to order of the Depositor; , (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of and hereby declares that it holds the Uncertificated Lower-Tier Interests to on behalf of the Upper-Tier REMIC; REMIC and Holders of the Certificates (other than the Class R-I Certificates) and (iviii) immediately thereafteracknowledges the execution by the Certificate Registrar and the authentication and delivery by the Authenticating Agent of the Class R-I Certificates to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests (together withMortgage Loans, in the case receipt of the Class NR Certificateswhich is hereby acknowledged, the Depositor’s interest in the Grantor Trust)and immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Interest Certificates and the Class R R-II Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interests) and the Class LR Interest by the Certificate Administrator to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest) to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest) (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. (a) The Trustee hereby acknowledges the assignment to it of the Mortgage Loans Loans, and, subject to Section Sections 2.01 and 2.02, the delivery to the it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, delivery and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the residual interest in the Lower-Tier REMIC, represented by the Class LR Interest by Certificates, to or upon the Certificate Administrator to order of the Depositor; , in exchange for the Mortgage Loans and the other property comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor of and hereby declares that it holds the Uncertificated Lower-Tier Interests to on behalf of the Upper-Tier REMIC; REMIC and Holders of the Certificates (other than the Class LR Certificates) and (iviii) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused cause the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the Class A-MFL Certificates and the Class A-JFL Certificates), the Class A-MFL Regular Interest and the Class A-JFL Regular Interest and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionallyREMIC. The Depositor, in the case as of the Class NR CertificatesClosing Date, and concurrently with the beneficial ownership execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the respective portion of the Grantor Trust, Depositor in and (y) in the case of to the Class R Certificates, the Class LR A-MFL Regular Interest and the Class UR A-JFL Regular Interest to the Trustee for the benefit of the respective Holders of the Class A-MFL and Class A-JFL Certificates, respectively. The Trustee (i) acknowledges the assignment to it of the Class A-MFL Regular Interest and the Class A-JFL Regular Interest and acknowledges that it has executed the Swap Contracts, (ii) declares that it holds and will hold the Class A-MFL Regular Interest and Class A-JFL Regular Interest and respective Swap Contract in trust for the exclusive use and benefit of all present and future Holders of the Class A-MFL and the Class A-JFL Certificates and (iii) declares that it has caused the Certificate Registrar to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Class A-MFL Regular Interest and the Class A-JFL Regular Interest)., respectively, and for entering into the respective Swap Contracts, and the Depositor hereby acknowledges the receipt by it or its designees of the Class A-MFL and Class A-JFL Certificates in authorized Denominations. [End of Article II]

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Majority Mortgage Loans Loans, the Simon Loan REMIC Regular Interests and the Walgreens Loan REMIC Regular Interests and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests by the Paying Agent to the Depositor and the authentication and delivery of the Class LR Interest Certificates by the Certificate Administrator Paying Agent to or upon the order of the Depositor; , in exchange for the Majority Mortgage Loans (other than Excess Interest thereon) and the Loan REMIC Regular Interests, receipt of which is hereby acknowledged, (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor assignments to it of the Uncertificated Lower-Tier Interests to and the other assets comprising the Upper-Tier REMIC; REMIC and (iviii) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests (together with, in the case of the Class NR Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the portion of the Class NR Certificates evidencing the Excess Interest), the Class SP Certificates, the Class WM Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Majority Mortgage Loans and the Loan REMIC Regular Interests and, subject to Section Sections 2.01 and 2.02, the delivery to the it or a Custodian on its behalf of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustTrust Fund. Concurrently with such assignment and delivery, delivery and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator to the Depositor; , (ii) acknowledges the creation authentication and delivery of the Grantor Trust Class LR Certificates (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor respect of the Uncertificated residual interest in the Lower-Tier Interests REMIC) to or upon the Upper-Tier REMIC; and (iv) immediately thereafterorder of the Depositor, in exchange for the Uncertificated Lower-Tier Interests Majority Mortgage Loans (together withother than Excess Interest) and the Loan REMIC Regular Interests, in the case receipt of the Class NR Certificateswhich is hereby acknowledged, the Depositor’s interest in the Grantor Trust)and (iii) immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the DepositorDepositor (in exchange for the Uncertificated Lower-Tier Interests), the Regular Certificates, the Class NC Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case REMIC. [End of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).Article II]

Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of the Majority Mortgage Loans and the Loan REMIC Regular Interests and, subject to Section Sections 2.01 and 2.02, the delivery to the it, or a Custodian on its behalf, of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor TrustREMIC. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest), receipt of which is hereby acknowledgedtherefor, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LR Interest by the Certificate Administrator Paying Agent to the Depositor; Depositor and (ii) acknowledges the creation authentication and delivery of the Grantor Trust Class LR Certificates (as described in Section 2.05 below); (iii) acknowledges the contribution by the Depositor respect of the Uncertificated residual interest in the Lower-Tier Interests REMIC) by the Paying Agent to or upon the Upper-Tier REMIC; and (iv) immediately thereafterorder of the Depositor, in exchange for the Uncertificated Lower-Tier Interests Majority Mortgage Loans (together withother than Excess Interest) and the Loan REMIC Regular Interests, in the case receipt of the Class NR Certificateswhich is hereby acknowledged, the Depositor’s interest in the Grantor Trust)and (iii) immediately thereafter, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Uncertificated Lower-Tier Interests, the Regular Certificates (other than the portion of the Class NR Certificates evidencing the portion of the Trust Fund consisting of the Excess Interest and the Excess Interest Distribution Account), the Class RP Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and (x) additionally, in the case of the Class NR Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (y) in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest)REMIC.