Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall is hereby directed to elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LTLower-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RTier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of the Additional Collateral and the assets deposited in the Reserve Fund (the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC,” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R 1-AR Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Net WAC Shortfalls from the Reserve Fund as provided in Sections 5.02 and 5.06. The owners of the Interest-Only Certificates beneficially own the Reserve Fund. The Class R 1-AR Certificate represents and is hereby designated as the sole class of residual interest in each of the Upper-Tier REMICand Middle-Tier REMICs. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the Excluded Trust Property and other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The UpperMiddle-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. Each Middle-Tier Interest other than the MT-R Interest is hereby designated as a regular interest in the Middle-Tier REMIC and the MT-R Interest is hereby designated as the sole Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Middle-Tier Interests other than the MT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 Pool 1 (1) (37) A-1, R, A-IO 1 LT-B1 Pool 1 PSA (1) (8) 1 LT-Pool 2 (2) (37) 1-B1 2 LT-B2 Pool 2 PSA (2) (3) 1-B2 8) 2 LT-B3 (2) Pool 3 (3) 1-B3 (7) 3 LT-B4 (2) Pool 3 PSA (3) 1(8) 3 LT-B4 Pool 4 (4) (7) 4 LT-Pool 4 PSA (4) (8) 4 LT-Pool 5 (5) (7) 5 LT-Pool 5 PSA (5) (8) 5 LT-R (46) (16) $50 N/A Class LT-RR (1) $50 RR __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreement and the Reserve Fund) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “”): Lower-Tier REMIC” REMIC 1, Middle-Tier REMIC 1 and the “Upper-Tier REMIC,” respectively)REMIC 1. Each CertificateLower-Tier REMIC 1 shall hold the assets of the Trust Fund related to the Aggregate Pool and shall issue several uncertificated interests, other than including the Class R Certificate and the Class LT-R CertificateR-1 Interest, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and which is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)1. The Each remaining uncertificated interest in Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and 1 is hereby designated as a REMIC regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rinterest.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement, (iii) the Interest Rate Cap Agreement, (iv) the Supplemental Interest Trust, (v) payments with respect to Basis Risk Shortfall Carryover Amounts, and (vi) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMICREMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier Tier” or “Master” REMIC,” respectively”). Each Certificate, Certificate (other than the Class R Certificate Exchangeable Certificates, the Exchangeable REMIC Certificates and the Class LTA-R Certificate, is hereby designated as a ) and each Uncertificated REMIC Interest shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The LowerUpper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1. Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund, other than Fund relating to Pool 1 (except for any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of the interests in Trust Fund relating to Aggregate Pool A (except for any REMIC formed herebyrelated Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the LTClass LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest shall be uncertificated and (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC2. The Upper-Tier latest possible maturity date of all REMIC regular interests created in this Agreement shall hold as its assets be the Lower-Tier Interests other than the LT-R InterestLatest Possible Maturity Date. The following table sets forth (or describes) the Class designationdesignations, interest rateprincipal balances, and initial Class Principal Amount interest rates for each Class of interest in Lower-Tier Interests: REMIC 1, each of which (other than the 1-LT-A1 R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”): LT1-A (1) (3) A-1, R, A-IO LT-B1 (2) LT1-F1 $ 8,839,749.05 (3) 1LT1-B1 LTV1 $ 8,839,749.05 (4) LT1-B2 (2) F2 $ 8,580,345.29 (3) 1LT1-B2 LTV2 $ 8,580,345.29 (4) LT1-B3 (2) F3 $ 8,328,679.60 (3) 1LT1-B3 LTV3 $ 8,328,679.60 (4) LT1-B4 (2) F4 $ 8,084,393.10 (3) 1LT1-B4 LT-R V4 $ 8,084,393.10 (4) LT1-F5 $ 7,847,269.50 (13) $50 N/A LTLT1-RR V5 $ 7,847,269.50 (14) $50 RLT1-F6 $ 7,617,098.80 (3) LT1-V6 $ 7,617,098.80 (4) LT1-F7 $ 7,393,677.19 (3) LT1-V7 $ 7,393,677.19 (4) LT1-F8 $ 7,176,806.82 (3) LT1-V8 $ 7,176,806.82 (4) LT1-F9 $ 7,003,729.51 (3) LT1-V9 $ 7,003,729.51 (4) LT1-F10 $ 6,760,820.27 (3) LT1-V10 $ 6,760,820.27 (4) LT1-F11 $ 6,588,197.26 (3) LT1-V11 $ 6,588,197.26 (4) LT1-F12 $ 6,369,258.51 (3) LT1-V12 $ 6,369,258.51 (4) LT1-F13 $ 6,182,428.04 (3) LT1-V13 $ 6,182,428.04 (4) LT1-F14 $ 6,001,076.10 (3) LT1-V14 $ 6,001,076.10 (4) LT1-F15 $ 5,825,042.11 (3) LT1-V15 $ 5,825,042.11 (4) LT1-F16 $ 5,682,827.90 (3) LT1-V16 $ 5,682,827.90 (4) LT1-F17 $ 5,525,821.98 (3) LT1-V17 $ 5,525,821.98 (4) LT1-F18 $ 5,357,224.26 (3) LT1-V18 $ 5,357,224.26 (4) LT1-F19 $ 5,353,180.63 (3) LT1-V19 $ 5,353,180.63 (4) LT1-F20 $ 5,918,343.59 (3) LT1-V20 $ 5,918,343.59 (4) LT1-F21 $ 6,341,523.53 (3) LT1-V21 $ 6,341,523.53 (4) LT1-F22 $ 5,117,075.97 (3) LT1-V22 $ 5,117,075.97 (4) LT1-F23 $ 4,501,380.99 (3) LT1-V23 $ 4,501,380.99 (4) LT1-F24 $ 4,387,241.82 (3) LT1-V24 $ 4,387,241.82 (4) LT1-F25 $ 4,240,619.41 (3) LT1-V25 $ 4,240,619.41 (4) LT1-F26 $ 4,156,369.92 (3) LT1-V26 $ 4,156,369.92 (4) LT1-F27 $ 4,030,132.48 (3) LT1-V27 $ 4,030,132.48 (4) LT1-F28 $ 4,777,524.21 (3) LT1-V28 $ 4,777,524.21 (4) LT1-F29 $ 5,068,330.36 (3) LT1-V29 $ 5,068,330.36 (4) LT1-F30 $ 5,062,104.32 (3) LT1-V30 $ 5,062,104.32 (4) LT1-F31 $ 3,559,434.68 (3) LT1-V31 $ 3,559,434.68 (4) LT1-F32 $ 4,104,339.17 (3) LT1-V32 $ 4,104,339.17 (4) LT1-F33 $ 3,899,611.16 (3) LT1-V33 $ 3,899,611.16 (4) LT1-F34 $ 4,532,249.11 (3) LT1-V34 $ 4,532,249.11 (4) LT1-F35 $ 3,029,236.62 (3) LT1-V35 $ 3,029,236.62 (4) LT1-F36 $ 2,877,585.90 (3) LT1-V36 $ 2,877,585.90 (4) LT1-F37 $ 1,802,385.18 (3) LT1-V37 $ 1,802,385.18 (4) LT1-F38 $ 2,665,105.24 (3) LT1-V38 $ 2,665,105.24 (4) LT1-F39 $ 2,614,066.92 (3) LT1-V39 $ 2,614,066.92 (4) LT1-F40 $ 2,554,422.76 (3) LT1-V40 $ 2,554,422.76 (4) LT1-F41 $ 2,479,467.99 (3) LT1-V41 $ 2,479,467.99 (4) LT1-F42 $ 2,406,711.76 (3) LT1-V42 $ 2,406,711.76 (4) LT1-F43 $ 2,336,089.58 (3) LT1-V43 $ 2,336,089.58 (4) LT1-F44 $ 2,267,538.92 (3) LT1-V44 $ 2,267,538.92 (4) LT1-F45 $ 2,220,879.43 (3) LT1-V45 $ 2,220,879.43 (4) LT1-F46 $ 2,152,306.93 (3) LT1-V46 $ 2,152,306.93 (4) LT1-F47 $ 2,072,669.55 (3) LT1-V47 $ 2,072,669.55 (4) LT1-F48 $ 2,086,911.91 (3) LT1-V48 $ 2,086,911.91 (4) LT1-F49 $ 2,055,923.79 (3) LT1-V49 $ 2,055,923.79 (4) LT1-F50 $ 2,009,697.64 (3) LT1-V50 $ 2,009,697.64 (4) LT1-F51 $ 2,082,180.49 (3) LT1-V51 $ 2,082,180.49 (4) LT1-F52 $ 3,150,527.12 (3) LT1-V52 $ 3,150,527.12 (4) LT1-F53 $ 4,318,974.64 (3) LT1-V53 $ 4,318,974.64 (4) LT1-F54 $ 3,928,556.80 (3) LT1-V54 $ 3,928,556.80 (4) LT1-F55 $ 4,430,347.47 (3) LT1-V55 $ 4,430,347.47 (4) LT1-F56 $ 7,977,371.83 (3) LT1-V56 $ 7,977,371.83 (4) LT1-F57 $ 12,918,085.11 (3) LT1-V57 $ 12,918,085.11 (4) LT1-F58 $ 8,639,565.59 (3) LT1-V58 $ 8,639,565.59 (4) LT1-F59 $ 1,176,737.27 (3) LT1-V59 $ 1,176,737.27 (4) LT1-F60 $ 483,698.91 (3) LT1-V60 $ 483,698.91 (4) LT1-F61 $ 389,529.42 (3) LT1-V61 $ 389,529.42 (4) LT1-F62 $ 378,094.48 (3) LT1-V62 $ 378,094.48 (4) LT1-F63 $ 366,995.07 (3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1) (32) A-1, RA-IO1, Class A-IO2 LT-A2 (1) (2) A-2, A-IO IO2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RA

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LTLower-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RTier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and to the extent provided herein, the Swap Counterparty. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Class X Account, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, a “REMIC” or”): Pooling REMIC 1, in the alternative, the “Lower-Tier REMIC” REMIC 1, Middle-Tier REMIC 1, and the “Upper-Tier REMIC,” respectively)REMIC 1. Each CertificatePooling REMIC 1 shall hold the assets of the Trust Fund, other than the Class R Certificate any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and which is hereby designated as the sole class of residual interest in the Upper-Tier REMICPooling REMIC 1. The Class LT-R Certificate evidences ownership of the sole class of residual Each uncertificated interest in the Lower-Tier Pooling REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and 1 is hereby designated as a REMIC regular interest in the interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the LTLT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor Pursuant to the Trustee hereunder for inclusion in Base Trust Agreement, dated as of [_________], 20[__] (the “Base Trust Fund. On the Closing DateAgreement” and, as supplemented pursuant to this Series Supplement, the Depositor will acquire “Agreement”), between the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Trustor and the other property constituting the Trust Fund. The Depositor has duly authorized the execution Trustee, such parties may at any time and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time enter into a series supplement supplemental to the Base Trust Agreement for the purpose of creating a trust. Section 5.13 of the Base Trust Agreement provides that the Trustor may at any time and from time to time direct the Trustee to authenticate and deliver, on behalf of any such trust, a new Series of trust certificates. Each trust certificate of such new Series of trust certificates will represent a fractional undivided beneficial interest in such trust subject to the terms hereof. Certain terms and conditions applicable to each such Series are to be set forth in the related series supplement to the Base Trust Agreement. Pursuant to this Series Supplement, the Trustor and the Trustee shall create and establish a new trust to be known as [_____] Trust [______] For [____________] Debentures, and a new Series of trust certificates to be issued thereby, which certificates shall be known as [Callable] Trust Certificates, and the Trustor and the Trustee shall herein specify certain terms and conditions in respect thereof. [Callable] Trust Certificates shall be Fixed Rate Certificates issued in [two] Classes, the certificates (the “Certificates”) and the [I/O Certificates (the “I/O Certificates”] and, together with the Certificates, the “[Name of Certificates]”) [The Trust also is issuing call options with respect to $[________] principal amount of Underlying Securities (the “Call Warrants”).] On behalf of and pursuant to the authorizing resolutions of the Board of Directors of the Trustor, an authorized officer of the Trustor has authorized the execution, authentication and delivery of the Certificates. The Depositor and the Trustee are entering into this Agreement, and has authorized the Trustee is accepting Base Trust Agreement and this Series Supplement in accordance with the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency terms of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership Section 5.13 of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Base Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RAgreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Sponsor and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for the benefit of the Trust for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust FundFund but excluding the related Servicing Rights. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust FundFund for the benefit of the Trust. All covenants and agreements made by (i) the Seller Sponsor in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by (ii) the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the CertificatesTrust. The Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee for the benefit of the Trust are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall is hereby directed by the Depositor to elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and or the “Upper-Tier REMIC,” respectivelyas applicable). Each CertificateIn addition, other than the Class R Certificate Securities Administrator shall be deemed to acquire and the Class LT-R Certificate, is hereby designated as hold in a subtrust created hereunder certain uncertificated regular interest interests in the Upper-Tier REMIC, which subtrust shall be treated as a separate grantor trust for tax purposes as further described hereinin Section 3.11 hereof. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the UpperLower-Tier REMICREMIC shall hold as its assets all property of the Trust Fund other than the interests in any REMIC formed hereby. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC ) and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. Each Lower-Tier REMIC Regular Interest referenced in the chart below that describes the Lower-Tier REMIC shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier REMIC Regular Interests issued by the Lower-Tier REMIC. The Class R Certificate evidences ownership of the residual interest in the Upper-Tier REMIC (the “UT-R Interest”) and the UT-R Interest is hereby designated as the sole Class of residual interest in the Upper-Tier REMIC. Each Upper-Tier Interest referenced in the chart below that describes the Upper-Tier REMIC is hereby designated as a regular interest in the Upper-Tier REMIC. For all purposes other than federal tax purposes, each Certificate evidences an ownership interest in the Trust. For federal taxation purposes, each Certificate (other than the Class R Certificate, the Class LT-R InterestCertificate, any Initial Exchangeable Certificate (as defined herein) and any Exchangeable Certificate (as defined herein)) evidences ownership of a Certificated Upper-Tier Interest (as defined herein) that is referenced as corresponding to such Certificate in the chart below that describes the Certificates. Each Initial Exchangeable Certificate and each Exchangeable Certificate evidences ownership of an undivided interest in the Exchangeable Subtrust, as further described in Section 3.11 hereof, which subtrust shall be deemed to own the Uncertificated Upper-Tier Interests (as defined herein). The following table sets forth (or describes) the Class designationREMICs created hereunder shall be administered for tax purposes as provided in this Preliminary Statement and Article X hereof. The Exchangeable Subtrust shall be administered for tax purposes as provided in this Preliminary Statement, interest rate, Article X and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RSections 3.10 and 3.11 hereof.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor Sellers desire to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer sell to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders Participant from time to time of Participation Certificates evidencing a 100% undivided ownership interest in certain Mortgage Loans eligible in the Certificatesaggregate to back Securities with the terms described in related Takeout Commitments. The Depositor Participant desires and may in its sole discretion purchase such Participation Certificates from Sellers in accordance with the Trustee are entering into terms and conditions set forth in this Agreement. Sellers, subject to the terms hereof, will cause (a) Mortgage Loans evidenced by a Participation Certificate to back a GNMA Security issued by Sellers and the Trustee guaranteed by GNMA, a FNMA Security issued and guaranteed by FNMA or a FHLMC Security issued and guaranteed by FHLMC and (b) Delivery of such GNMA Security, FNMA Security or FHLMC Security by GNMA, FNMA or FHLMC to Participant or its designee, which GNMA Security, FNMA Security or FHLMC Security will be purchased by a Takeout Investor. Participant's willingness to purchase any Participation Certificate evidencing particular Mortgage Loans is accepting the Trust Fund created herebybased on Participant's expectation, for good in reliance upon Sellers' representations and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided warranties herein, that such Mortgage Loans in the Trustee shall elect aggregate, constitute a pool or pools of mortgage loans that are eligible to back a Security and that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” orSecurity, in the alternativeamount and with the terms described in the related Takeout Commitment, will be issued and Participant will receive Delivery thereof within the “Lower-Tier REMIC” time period agreed upon among Participant and Sellers and reflected in the terms of such Participation Certificate. The amount of the Purchase Price and the “Upper-Tier REMIC,” respectively). Each CertificatePerformance Fee to be paid by Participant to Sellers with respect to each Participation Certificate will be calculated on the expectation of Participant, other than based upon the Class R representations and warranties of the Sellers herein, that Participant will receive Delivery of the Security to be backed by the Mortgage Loans evidenced by the Participation Certificate purchased by Participant on the specified Anticipated Delivery Date and that failure to receive such Delivery will result in a material decrease in the market value of the Participation Certificate and the Class LT-R underlying Mortgage Loans considered as a whole. During the period from the purchase of a Participation Certificate to Delivery of the related Security, Participant expects to rely entirely upon such Sellers to service the Mortgage Loans evidenced by the applicable Participation Certificate, is hereby designated it being acknowledged that the continued effectiveness of such Seller's Agency Approvals during such period constitutes an essential factor in the calculation by Participant of the Purchase Price and the Performance Fee paid to such Sellers for the related Participation Certificate and that loss of such Agency Approvals by such Sellers would result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a regular interest in the Upper-Tier REMIC, as described hereinwhole. The Class R Certificate represents and is parties hereto hereby designated agree as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rfollows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the each Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (32) A-1A-▇, R, A▇-IO ▇▇ ▇▇-▇▇ (1) (2) B-1 LT-B1 B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (1) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RA

PRELIMINARY STATEMENT. The On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the Seller and at pursuant to the Mortgage Loan Purchase Agreement. Prior to the Closing Date is Date, pursuant to the owner Trust Agreement, the Depositor created People’s Financial Realty Mortgage Securities Trust, Series [ ], a Delaware statutory trust, for the purpose of holding the Mortgage Loans and related property being conveyed by issuing the Depositor Trust Certificates (the “Certificates”), pursuant to the Trustee hereunder for inclusion in Trust Agreement, and the Trust FundNotes, pursuant to the Indenture. On Pursuant to this Agreement, on the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of sell the Mortgage Loans and certain other property to the related property constituting Issuer and pursuant to the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementIndenture, the Servicing Agreement Issuer will pledge all of its right, title and interest in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting acquired from the Trust Fund, are Depositor pursuant to this Agreement to the Indenture Trustee to secure the Notes issued pursuant to the Indenture. In consideration for the benefit of the Holders from time Mortgage Loans and other property conveyed pursuant to time of the Certificates. The Depositor and the Trustee are entering into this Agreement, and the Trustee is accepting Depositor will receive from the Trust Fund created hereby, for good and valuable consideration, Issuer the receipt and sufficiency of which are hereby acknowledged. As provided herein, Certificates evidencing the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular entire beneficial ownership interest in the Upper-Tier REMIC, as described hereinIssuer and the Notes representing indebtedness of the Issuer. The Class R Certificate represents and is hereby designated Mortgage Loans will have an Outstanding Principal Balance as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property [$ .] In consideration of the Trust Fundmutual agreements herein contained, other than each of the interests in any REMIC formed hereby. Each Lower-Tier Interest other than Depositor, the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in Issuer, the Lower-Tier REMIC Master Servicer, the Securities Administrator, the Servicer, the Subservicer, the Seller, the Company and the LT-R Interest is hereby designated Indenture Trustee undertakes and agrees to perform their respective duties hereunder as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rfollows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Securities Administrator as consideration for the Depositor’s 's transfer to the Trust Fund Issuing Entity of the Mortgage Loans, Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and all covenants and agreements made by the Depositor Depositor, the Trustee, the Securities Administrator and the Trustee herein, Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund, Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Securities Administrator and the Trustee Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinIn conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee shall elect under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund be treated relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, conveyance to the “Lower-Tier REMIC” Issuing Entity of the Stack II Mortgage Loans and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all related property constituting that portion of the Trust Fund, other than Fund relating to the interests in any REMIC formed herebyStack II Certificates. Each Lower-Tier Interest other than The terms and conditions relating to the LT-R Interest shall be uncertificated and is hereby designated as a regular interest issuance of the Stack II Certificates are set forth in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RStack II Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificateof the Certificates set forth below, other than the Class R Certificate Exchangeable Certificates, the Exchangeable REMIC Certificates, and the Class LTA-R Certificate, is hereby designated as shall represent ownership of a regular interest in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC (other than the Class LT-A-R Certificate evidences Interest). The Lower-Tier REMIC shall hold as assets all property of the Trust Fund (except for any related Excluded Trust Property). The uncertificated Class LT-A-R Interest represents ownership of the sole class of residual interest in the Lower-Tier REMIC. The latest possible maturity date of all REMIC (regular interests created in this Agreement shall be the “LT-R Interest”)Latest Possible Maturity Date. The Lower-Tier REMIC Regular Interests shall hold as its assets all property of have the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount for each Class Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of Lower-Tier Interests: LT-A1 SP Group 1) (1) (32) A-1, R, A-IO LT-B1 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (3Excess of Group 1) (1-B1 LT-B2 ) (2) 1 A-2 (30.9% of SP Group 2) (1-B2 LT-B3 ) (2) 2 B-2 (30.1% of SP Group 2) (1-B3 LT-B4 ) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1-B4 LT-R ) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) $50 (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A LT-RR (1) $50 R_______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator, the Asset Representations Reviewer and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator, the Asset Representations Reviewer and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall is hereby directed to elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each CertificateIn addition, other than the Class R Certificate Securities Administrator shall be deemed to acquire and hold in a subtrust created hereunder certain of the Class LT-R Certificate, is hereby designated as a uncertificated regular interest interests in the Upper-Tier REMIC, which subtrust shall be treated as a separate grantor trust for tax purposes as further described hereinin Section 3.11 hereof. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the UpperLower-Tier REMICREMIC shall hold as its assets all property of the Trust Fund other than the interests in any REMIC formed hereby. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated ) and is hereby designated as a regular interest in the Lower-Tier REMIC and the such LT-R Interest is hereby designated as the sole Class of residual interest in such Lower-Tier REMIC. Each Lower-Tier Interest referenced in the chart below that describes the Lower-Tier REMIC, other than the LT-R Interest, shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets all of the Lower-Tier Interests other than the LT-R Interest. The Class R Certificate evidences ownership of the residual interest in the Upper-Tier REMIC (the “UT-R Interest”) and such UT-R Interest is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. Each Upper-Tier Interest referenced in the chart below that describes the Upper-Tier REMIC, other than the UT-R Interest, is hereby designated as a regular interest in the Upper-Tier REMIC. Each Certificate (other than the Class R Certificate, the Class LT-R Certificate, any Initial Exchangeable Certificate (as defined herein) and any Exchangeable Certificate (as defined herein)) evidences ownership of a Certificated Upper-Tier Interest (as defined herein) that is referenced as corresponding to such Certificate in the chart below that describes the Certificates. Each Initial Exchangeable Certificate and each Exchangeable Certificate evidences ownership of an undivided interest in the Exchangeable Subtrust, as further described in Section 3.11 hereof, which subtrust shall be deemed to own the Uncertificated Upper-Tier Interests (as defined herein). The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier InterestsInterest: LT-A1 A[ ] (1) $ (32) A-1UT-A[ ], RUT-IO, UT-IO[ ], UT-IO[ ] LT-A[ ] (1) $ (2) UT-IO A[ ], UT-IO, UT-IO[ ] LT-A[ ] (1) $ (2) UT-A[ ], UT-IO, UT-IO[ ] LT-B1 (1) $ (2) (3) 1UT-B1 LT-B2 (1) $ (2) (3) 1UT-B2 LT-B3 (1) $ (2) (3) 1UT-B3 LT-B4 (1) $ (2) (3) 1UT-B4 LT-R (4) B5 (1) $50 N/A LT$ (2) UT-RR (1) $50 RB5

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates, and to the extent provided herein, the Certificate Insurer, any NIMS Insurer and the Group 1 Swap Counterparty. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund, (iii) the Group 1 Swap Agreement, (iv) the Group 1 Swap Account, (v) the Supplemental Interest Trust, (vi) the Group 1 Cap Agreement, (vii) the Group 1 Cap Account, (viii) the Balance Guaranteed Cap Agreement, (ix) the Group 2 Cap Agreement, (x) the obligation to pay Class I Shortfalls, (xi) the rights to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (xii) the right to receive FPD Premiums and (xiii) the Collateral Accounts (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising two nine real estate mortgage investment conduits (each, a “REMIC” or”) in two tiered structures. Specifically, in the alternativePooling REMIC I, the “Lower-Tier REMIC” REMIC I, Middle-Tier REMIC IA, Middle-Tier REMIC IB, and the “Upper-Tier REMIC,” respectively)REMIC I shall relate to Pool 1 and Pooling REMIC II, Lower-Tier REMIC II, Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool 2. Pooling REMIC I shall hold the assets of the Trust Fund related to Pool 1, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class I-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC I. Each uncertificated interest in Pooling REMIC I is hereby designated as a REMIC regular interest. Lower-Tier REMIC I shall hold the uncertificated interests issued by Pooling REMIC I and shall issue several uncertificated interests. Each Certificatesuch interest, other than the Class R Certificate and the Class LTLT1-R CertificateInterest, is hereby designated as a REMIC regular interest in the Upper-Tier REMIC, as described hereininterest. The Class LT1-R Certificate represents and Interest is hereby designated as the sole class of residual interest in Lower-Tier REMIC I. Middle-Tier REMIC IA shall hold the uncertificated interests issued by Lower-Tier REMIC I, other than the LT1-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIA-R Interest, is hereby designated as a REMIC regular interest. The Class MTIA-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IA. Middle-Tier REMIC IB shall hold the uncertificated interests issued by Middle-Tier REMIC IA, other than the MTIA-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIB-R Interest, is hereby designated as a REMIC regular interest. The Class MTIB-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IB. Upper-Tier REMICREMIC I shall hold the uncertificated interests issued by Middle-Tier REMIC IB, other than the Class MTIB-R Interest. Each of the Offered Certificates related to Pool 1 represent ownership of regular interests in Upper-Tier REMIC I. Each of the Offered Certificates related to Pool 1 also represents (i) the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. For federal income tax purposes, the Class I-XS Component of the Class I-X Certificates represents ownership of regular interests in Upper-Tier REMIC I and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 1 to the extent payable from Pool 1 Monthly Excess Cashflow. The Class LTI-CX and Class I-SX Components of the Class I-X Certificates shall not represent an interest in any REMIC formed hereby. The Class I-P Certificates represent ownership of regular interests in Upper-Tier REMIC I. The Class I-R Certificate evidences represents ownership of the sole class of residual interest in the LowerUpper-Tier REMIC (I as well as ownership of the “LT1-R, Class MTIA-R, and Class MTIB-R Interests. Pooling REMIC II shall hold the assets of the Trust Fund related to Pool 2, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class II-LT-R Interest”). The Lower-Tier Certificate, which is hereby designated as the sole residual interest in Pooling REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed herebyII. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and interest in Pooling REMIC II is hereby designated as a REMIC regular interest in the interest. Lower-Tier REMIC II shall hold the uncertificated interests issued by Pooling REMIC II and shall issue several uncertificated interests. Each such interest, other than the LTLT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC II. Middle-Tier REMIC II shall hold the uncertificated interests issued by Lower-Tier REMIC II, other than the LT2-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MT2-R Interest, is hereby designated as a REMIC regular interest. The Class MT2-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC II. Upper-Tier REMIC II shall hold the uncertificated interests issued by Middle-Tier REMIC II, other than the Class MT2-R Interest. Each of the Offered Certificates related to Pool 2 represents ownership of regular interests in Upper-Tier REMIC II. Each of the Offered Certificates related to Pool 2 also represents the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax purposes, the Class II-XS Component of the Class II-X Certificates represents ownership of regular interests in Upper-Tier REMIC II and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 2 to the extent payable from Pool 2 Monthly Excess Cashflow. The Class II-CX Component of the Class II-X Certificates shall not represent an interest in any REMIC formed hereby. The Class II-P Certificates represent ownership of regular interests in Upper-Tier REMIC II. The Class II-R Certificate represents ownership of the sole class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold II as its assets well as ownership of the Lower-Tier Interests other than the LTLT2-R Interest. The following table sets forth (or describes) the and Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LTMT2-R (4) (1) $50 N/A LT-RR (1) $50 RInterests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s 's transfer to the Trust Fund Issuing Entity of the Mortgage Loans, Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller Sponsor in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and all covenants and agreements made by the Depositor Depositor, the Trustee, the Securities Administrator and the Trustee herein, Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund, Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the NIMs Insurer. The Depositor Depositor, the Trustee, the Securities Administrator and the Trustee Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund be treated for federal income tax purposes as comprising two consisting of (i) three real estate mortgage investment conduits conduits, (eachii) the right to receive payments distributable to the Class P Certificates, a “REMIC” or, in (iii) the alternative, the “Lower-Tier REMIC” Corridor Contract and the “Upper-Tier REMIC,” respectivelyCorridor Contract Account, (iv) the grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, which in turn will hold the Swap Agreement. The SWAP REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii). Each Certificate, (iii), (iv) and (v) above, other than the Class R Certificate SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the SWAP REMIC) and the Class LT-R Certificate, is hereby designated SWR Interest as a regular interest the single "residual interest" in the Upper-SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC, ) and the Class LTR Interest as described hereinthe single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences will represent beneficial ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Class SWR Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, LTR Interest and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rthe

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and certain other assets and will be the other property constituting owner of the Trust FundCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect that to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund be treated subject to this Agreement as multiple REMICs for federal income tax purposes purposes, and such segregated pool of assets shall be designated as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than "REMIC I." Component R-1 of the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as shall represent the sole class of "residual interest interests" in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC I for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R InterestProvisions under federal income tax law. The following table irrevocably sets forth (or describes) the Class designation, interest ratethe Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and initial Class Principal Amount solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of Lowerthe Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Designation Principal Balance Pass-Tier Interests: LTThrough Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-A1 IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 ▇▇▇▇▇▇▇▇(1▇) (3▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇-▇ $100 Variable(2) A-1January 25, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R2034 _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Securities Administrator as consideration for the Depositor’s 's transfer to the Trust Fund Issuing Entity of the Mortgage Loans, Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and all covenants and agreements made by the Depositor Depositor, the Trustee, the Securities Administrator and the Trustee herein, Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund, Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Securities Administrator and the Trustee Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinIn conjunction herewith, the Depositor has acquired the Stack I Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack I Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee shall elect under the Stack I Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack I Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack I Mortgage Loans and the other related property constituting that portion of the Trust Fund be treated relating to the Stack I Certificates. The Depositor has duly authorized the execution and delivery of the Stack I Agreement to provide for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, conveyance to the “Lower-Tier REMIC” Issuing Entity of the Stack I Mortgage Loans and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all related property constituting that portion of the Trust Fund, other than Fund relating to the interests in any REMIC formed herebyStack I Certificates. Each Lower-Tier Interest other than The terms and conditions relating to the LT-R Interest shall be uncertificated and is hereby designated as a regular interest issuance of the Stack I Certificates are set forth in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RStack I Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer, and to the extent provided herein, the Swap Counterparty. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1-2 Basis Risk Reserve Fund, (ii) the Pool 3 Basis Risk Reserve Fund, (iii) the Group I Swap Agreement, (iv) the Group I Swap Account, (v) the Supplemental Interest Trust, (vi) the Group I Cap Agreement, (vii) the Group I Cap Account, (viii) the Class 3-A1 Cap Agreement, (ix) the Class 3-A1 Cap Account, (x) the obligation to pay Class I Shortfalls, (xi) the rights to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (xii) the right to receive FPD Premiums and (xiii) the Collateral Accounts (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising two nine real estate mortgage investment conduits (each, a “REMIC” or”) in two tiered structures. Specifically, in the alternativePooling REMIC I, the “Lower-Tier REMIC” REMIC I, Middle-Tier REMIC IA, Middle-Tier REMIC IB, and the “Upper-Tier REMIC,” respectively)REMIC I shall relate to Pool 1 and Pool 2 and Pooling REMIC II, Lower-Tier REMIC II, Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool 3. Pooling REMIC I shall hold the assets of the Trust Fund related to Pool 1 and Pool 2, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class I-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC I. Each uncertificated interest in Pooling REMIC I is hereby designated as a REMIC regular interest. Lower-Tier REMIC I shall hold the uncertificated interests issued by Pooling REMIC I and shall issue several uncertificated interests. Each Certificatesuch interest, other than the Class R Certificate and the Class LTLTI-R CertificateInterest, is hereby designated as a REMIC regular interest in the Upper-Tier REMIC, as described hereininterest. The Class LTI-R Certificate represents and Interest is hereby designated as the sole class of residual interest in Lower-Tier REMIC I. Middle-Tier REMIC IA shall hold the uncertificated interests issued by Lower-Tier REMIC I, other than the LTI-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIA-R Interest, is hereby designated as a REMIC regular interest. The Class MTIA-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IA. Middle-Tier REMIC IB shall hold the uncertificated interests issued by Middle-Tier REMIC IA, other than the MTIA-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MTIB-R Interest, is hereby designated as a REMIC regular interest. The Class MTIB-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IB. Upper-Tier REMICREMIC I shall hold the uncertificated interests issued by Middle-Tier REMIC IB, other than the Class MTIB-R Interest. Each of the Offered Certificates related to Pool 1 and Pool 2 represent ownership of regular interests in Upper-Tier REMIC I. Each of the Offered Certificates related to Pool 1 and Pool 2 also represents (i) the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. For federal income tax purposes, the Class 1-XS Component of the Class 1-X Certificates represents ownership of regular interests in Upper-Tier REMIC I and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 1 and Pool 2 to the extent payable from Pool 1-2 Monthly Excess Cashflow. The Class LT1-CX and Class 1-SX Components of the Class 1-X Certificates shall not represent an interest in any REMIC formed hereby. The Class 1-P and Class 2-P Certificates represent ownership of regular interests in Upper-Tier REMIC I. The Class I-R Certificate evidences represents ownership of the sole class of residual interest in the LowerUpper-Tier REMIC (I as well as ownership of the “LTI-R, Class MTIA-R, and Class MTIB-R Interests. Pooling REMIC II shall hold the assets of the Trust Fund related to Pool 3, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class II-LT-R Interest”). The Lower-Tier Certificate, which is hereby designated as the sole residual interest in Pooling REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed herebyII. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and interest in Pooling REMIC II is hereby designated as a REMIC regular interest in the interest. Lower-Tier REMIC II shall hold the uncertificated interests issued by Pooling REMIC II and shall issue several uncertificated interests. Each such interest, other than the LTLT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC II. Middle-Tier REMIC II shall hold the uncertificated interests issued by Lower-Tier REMIC II, other than the LT2-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MT2-R Interest, is hereby designated as a REMIC regular interest. The Class MT2-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC II. Upper-Tier REMIC II shall hold the uncertificated interests issued by Middle-Tier REMIC II, other than the Class MT2-R Interest. Each of the Offered Certificates related to Pool 3 represents ownership of regular interests in Upper-Tier REMIC II. Each of the Offered Certificates related to Pool 3 also represents the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax purposes, the Class II-XS Component of the Class II-X Certificates represents ownership of regular interests in Upper-Tier REMIC II and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 3 to the extent payable from Pool 3 Monthly Excess Cashflow. The Class II-CX Component of the Class II-X Certificates shall not represent an interest in any REMIC formed hereby. The Class 3-P Certificates represent ownership of regular interests in Upper-Tier REMIC II. The Class II-R Certificate represents ownership of the sole class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC II as well as ownership of the LT2-R and Class MT2-R Interests. Pooling REMIC I Pooling REMIC I shall hold issue one uncertificated interest in respect of each Pool 1 and Pool 2 Mortgage Loan held by the Trust on the Closing Date, each of which is hereby designated as its assets a regular interest in Pooling REMIC I (the “Pooling REMIC I Regular Interests”). Pooling REMIC I shall also issue the Class 1-LT-R Certificate, which shall represent the sole class of residual interest in Pooling REMIC I. Each Pooling REMIC I Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be distributed on such Pooling REMIC I Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of Pooling REMIC I all expenses of the Trust Fund related to Pool 1 and Pool 2 (other than any expenses with respect to the Group I Swap Agreement) that are deducted in computing the Interest Remittance Amount for such Distribution Date. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower-Tier Interests other than in Pooling REMIC I based on the LTabove-R described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Pooling REMIC I Regular Interests in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Pooling REMIC I Regular Interest. The following table sets forth (All losses on the Mortgage Loans shall be allocated among the Pooling REMIC I Regular Interest in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums related to Pool 1 and Pool 2 collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or describes) during the Class designationrelated Collection Period, interest ratein the case of Principal Prepayments in part, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rto the Pooling REMIC I Regular Interest corresponding to the Mortgage Loan with respect to which such amounts were received.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement, (iii) the Swap Trust, (iv) any payments with respect to Basis Risk or Net WAC Shortfall Carryover Amounts, and (v) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMICREMIC 1,” “Lower-Tier REMIC 2,” “Middle-Tier REMIC 1,” and the “Upper-Tier Tier” or “Master” REMIC,” respectively”). Each Certificate, other than the Class R Certificate and the Class LTA-R Certificate, is hereby designated as a shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The LowerUpper-Tier REMIC shall hold as its assets all property the several classes of uncertificated Middle-Tier REMIC Interests in the Trust Fund, Middle-Tier REMIC 1 (other than the interests in any REMIC formed hereby. Each Class 1-MT-R Interest) and the several classes of uncertificated Lower-Tier Interest REMIC Interests in Lower-Tier REMIC 2 (other than the Class 2-LT-R Interest), the Class 1-P Reserve Fund, the Class 2-P Reserve Fund, and the Class A-R Reserve Fund. Each Middle-Tier REMIC 1 Interest shall be uncertificated and (other than the Class MT1-R Interest) is hereby designated as a regular interest in the Middle-Tier REMIC 1 (each, a “Middle-Tier REMIC 1 Interest”), and each Lower-Tier REMIC and 2 Interest (other than the Class 2-LT-R Interest Interest) is hereby designated as the sole Class of residual a regular interest in the Lower-Tier REMIC. The UpperREMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). Middle-Tier REMIC 1 shall hold as its assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class 1-LT-R Interest.) Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund related to Pool 1 (other than any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class 1-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (each, a “Lower-Tier REMIC 1 Regular Interest”). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund related to Pool 2 (other than any related Excluded Property). Each Lower-Tier REMIC 2 Interest (other than the Class 2-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. Lower-Tier REMIC 1: The following table sets forth (or describes) the Class designationdesignations, interest rateprincipal balances, and initial Class Principal Amount interest rates for each Class of interest in Lower-Tier Interests: REMIC 1, each of which (other than the 1-LT-A1 R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (1the “Lower-Tier REMIC 1 Regular Interests”): LT1-F1 $ 8,755,805.75 (2) LT1-V1 $ 8,755,805.75 (3) A-1, R, ALT1-IO LT-B1 F2 $ 8,498,707.19 (2) LT1-V2 $ 8,498,707.19 (3) LT1-F3 $ 8,249,153.95 (2) LT1-V3 $ 8,249,153.95 (3) LT1-F4 $ 8,006,924.69 (2) LT1-V4 $ 8,006,924.69 (3) LT1-F5 $ 7,771,804.52 (2) LT1-V5 $ 7,771,804.52 (3) LT1-F6 $ 7,543,584.92 (2) LT1-V6 $ 7,543,584.92 (3) LT1-F7 $ 7,322,063.43 (2) LT1-V7 $ 7,322,063.43 (3) LT1-F8 $ 7,107,043.56 (2) LT1-V8 $ 7,107,043.56 (3) LT1-F9 $ 6,898,334.55 (2) LT1-V9 $ 6,898,334.55 (3) LT1-F10 $ 6,695,751.28 (2) LT1-V10 $ 6,695,751.28 (3) LT1-F11 $ 6,499,114.03 (2) LT1-V11 $ 6,499,114.03 (3) LT1-F12 $ 6,308,248.33 (2) LT1-V12 $ 6,308,248.33 (3) LT1-F13 $ 6,122,984.89 (2) LT1-V13 $ 6,122,984.89 (3) LT1-F14 $ 5,943,159.32 (2) LT1-V14 $ 5,943,159.32 (3) LT1-F15 $ 5,768,612.09 (2) LT1-V15 $ 5,768,612.09 (3) LT1-F16 $ 5,599,188.32 (2) LT1-V16 $ 5,599,188.32 (3) LT1-F17 $ 5,434,985.19 (2) LT1-V17 $ 5,434,985.19 (3) LT1-F18 $ 5,275,348.48 (2) LT1-V18 $ 5,275,348.48 (3) LT1-F19 $ 5,120,397.91 (2) LT1-V19 $ 5,120,397.91 (3) LT1-F20 $ 4,969,995.98 (2) LT1-V20 $ 4,969,995.98 (3) LT1-F21 $ 4,891,098.09 (2) LT1-V21 $ 4,891,098.09 (3) LT1-F22 $ 5,396,522.04 (2) LT1-V22 $ 5,396,522.04 (3) LT1-F23 $ 5,471,838.27 (2) LT1-V23 $ 5,471,838.27 (3) LT1-F24 $ 4,360,825.54 (2) LT1-V24 $ 4,360,825.54 (3) LT1-F25 $ 4,326,814.95 (2) LT1-V25 $ 4,326,814.95 (3) LT1-F26 $ 4,285,579.98 (2) LT1-V26 $ 4,285,579.98 (3) LT1-F27 $ 3,979,837.23 (2) LT1-V27 $ 3,979,837.23 (3) LT1-F28 $ 4,025,775.44 (2) LT1-V28 $ 4,025,775.44 (3) LT1-F29 $ 3,780,868.94 (2) LT1-V29 $ 3,780,868.94 (3) LT1-F30 $ 3,919,295.80 (2) LT1-V30 $ 3,919,295.80 (3) LT1-F31 $ 3,593,993.07 (2) LT1-V31 $ 3,593,993.07 (3) LT1-F32 $ 4,125,301.47 (2) LT1-V32 $ 4,125,301.47 (3) LT1-F33 $ 9,575,082.78 (2) LT1-V33 $ 9,575,082.78 (3) LT1-F34 $ 15,812,876.25 (2) LT1-V34 $ 15,812,876.25 (3) LT1-F35 $ 9,548,438.11 (2) LT1-V35 $ 9,548,438.11 (3) LT1-F36 $ 3,488,657.77 (2) LT1-V36 $ 3,488,657.77 (3) LT1-F37 $ 2,161,911.01 (2) LT1-V37 $ 2,161,911.01 (3) LT1-F38 $ 2,098,391.53 (2) LT1-V38 $ 2,098,391.53 (3) LT1-F39 $ 2,036,755.14 (2) LT1-V39 $ 2,036,755.14 (3) LT1-F40 $ 1,976,910.12 (2) LT1-V40 $ 1,976,910.12 (3) LT1-F41 $ 1,918,822.33 (2) LT1-V41 $ 1,918,822.33 (3) LT1-F42 $ 1,954,847.22 (2) LT1-V42 $ 1,954,847.22 (3) LT1-F43 $ 1,804,912.39 (2) LT1-V43 $ 1,804,912.39 (3) LT1-F44 $ 1,751,877.27 (2) LT1-V44 $ 1,751,877.27 (3) LT1-F45 $ 1,700,465.64 (2) LT1-V45 $ 1,700,465.64 (3) LT1-F46 $ 1,650,495.98 (2) LT1-V46 $ 1,650,495.98 (3) LT1-F47 $ 1,602,113.95 (2) LT1-V47 $ 1,602,113.95 (3) LT1-F48 $ 1,611,092.77 (2) LT1-V48 $ 1,611,092.77 (3) LT1-F49 $ 1,522,190.97 (2) LT1-V49 $ 1,522,190.97 (3) LT1-F50 $ 1,520,972.31 (2) LT1-V50 $ 1,520,972.31 (3) LT1-F51 $ 1,418,432.92 (2) LT1-V51 $ 1,418,432.92 (3) LT1-F52 $ 1,467,032.03 (2) LT1-V52 $ 1,467,032.03 (3) LT1-F53 $ 1,443,986.52 (2) LT1-V53 $ 1,443,986.52 (3) LT1-F54 $ 1,854,587.18 (2) LT1-V54 $ 1,854,587.18 (3) LT1-F55 $ 1,439,526.94 (2) LT1-V55 $ 1,439,526.94 (3) LT1-F56 $ 2,724,730.68 (2) LT1-V56 $ 2,724,730.68 (3) LT1-F57 $ 9,440,118.05 (2) LT1-V57 $ 9,440,118.05 (3) LT1-F58 $ 22,774,482.21 (2) LT1-V58 $ 22,774,482.21 (3) LT1-F59 $ 4,860,203.28 (2) LT1-V59 $ 4,860,203.28 (3) LT1-F60 $ 787,118.41 (2) LT1-V60 $ 787,118.41 (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (41) (1) $50 N/A LT-RR (1) $50 R___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreement and the Reserve Fund) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “”): Lower-Tier REMIC” REMIC 1, Middle-Tier REMIC 1 and the “Upper-Tier REMIC,” respectively)REMIC 1. Each Certificate, other than the Class R Certificate and the Class LT-R CertificateResidual Certificates, is hereby designated as shall represent ownership of a regular interest in the Upper-Tier REMICREMIC 1 for purposes of the REMIC Provisions. Lower-Tier REMIC 1 shall hold the assets of the Trust Fund (other than the Yield Maintenance Agreement and the Reserve Fund) and shall issue several uncertificated interests, as described herein. The Class R Certificate represents and including the LT-R-1 Interest, which is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)1. The Each remaining uncertificated interest in Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and 1 is hereby designated as a REMIC regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rinterest.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s 's transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, a “"REMIC” " or, in the alternative, the “"Lower-Tier REMIC” " and the “"Upper-Tier REMIC,” respectively"). Each Certificate, other than the Class A-R Certificate, will represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate and represents ownership of the sole class of residual interest in each REMIC created hereunder, The Upper-Tier REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC Interests (other than the Class MT-R Interest). The Middle-Tier REMIC will hold as assets the several classes of uncertificated Lower-Tier REMIC Interests (other than the Class LT-R Certificate, Interest). The Lower-Tier REMIC will hold as assets all property of the Trust Fund other than the interests in another REMIC formed hereby. Each Middle-Tier REMIC Interest (other than the Class MT-R Interest) is hereby designated as a regular interest in the UpperMiddle-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier REMIC Interest (other than the Class LT-R Interest shall be uncertificated and Interest) is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier latest possible maturity date of all REMIC regular interests created in this Agreement shall hold as its assets be the Lower-Latest Possible Maturity Date. The Lower Tier Interests other than will have the class designations, initial principal amounts, interest rates and corresponding Pool or Class of Certificates as set forth in the following table: Class Designation Initial Principal Amount Certificate Interest Rate Corresponding Subgroup, Pool or Class of Certificates LT-R Interest. The following table sets forth SG1-A (or describes0.9% of SP Subgroup 1) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) 4.50% 1 LT-SG1-B (0.1% of SP Subgroup 1) (1) 4.50% 1 LT-SG1-C (Excess of Subgroup 1) (1) 4.50% 1 LT-SG2-A (0.9% of SP Subgroup 2) (1) 5.00% 2 LT-SG2-B (0.1% of SP Subgroup 2) (1) 5.00% 2 LT-SG2-C (Excess of Subgroup 2) (1) 5.00% 2 LT-SG3-A (0.9% of SP Subgroup 3) (1) 7.00% 3 LT-SG3-B (0.1% of SP Subgroup 3) (1) 7.00% 3 LT-SG3-C (Excess of Subgroup 3) (1) 7.00% 3 LT-1-A-P (5) 0.00% 1 LT-A-2 (0.9% of SP Group 2) (1) 6.00% 2 LT-B-2 (0.1% of SP Group 2) (1) 6.00% 2 LT-C-2 (Excess of Group 2) (1) 6.00% 2 LT-2-A-X (2) 6.00% 2-A-X LT-2-A-P (5) 0.00% 2 LT-A-3 (0.9% of SP Group 3) (1) 5.50% 3 LT-B-3 (0.1% of SP Group 3) (1) 5.50% 3 LT-C-3 (Excess of Group 3) (1) 5.50% 3 LT-3-A-X (3) A-1, R, 5.50% 3-A-IO X LT-3-A-P (5) 0.00% 2 LT-B1 A-4 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (0.9% of SP Group 4) (1) $50 6.00% 4 LT-B-4 (0.1% of SP Group 4) (1) 6.00% 4 LT-C-4 (Excess of Group 4) (1) 6.00% 4 LT-4-A-X (4) 6.00% 4-A-X LT-4-A-P (5) 0.00% 4 LT-R (6) (6) N/A LT-RR (1) $50 R_______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s 's transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the rights to the Additional Collateral and assets held in the Basis Risk Reserve Fund) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, each a “"REMIC” " or, in the alternative, the “Lower-"Lower Tier REMIC” ", the "Middle Tier REMIC" and the “Upper-"Upper Tier REMIC,” " respectively). The Certificates, other than the Class A-R Certificate, shall represent ownership of regular interests in the Upper Tier REMIC. In addition, each of the LIBOR Certificates represents the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section 5.06. The Basis Risk Reserve Fund is beneficially owned by the owners of the Interest-Only Certificates. The Class A-R Certificate represents the sole class of residual interest in the Upper Tier REMIC, the sole class of residual interest in the Middle Tier REMIC and the sole class of residual interest in the Lower Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Regular Interests in the Middle Tier REMIC. The Middle Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in the Lower Tier REMIC. The Lower Tier REMIC shall hold as its assets the property of the Trust Fund other than the Lower Tier REMIC Interests, the Middle Tier REMIC Interests, the Basis Risk Reserve Fund and the rights to the Additional Collateral. Each Certificate, other than the Class R Certificate portion of the LIBOR Certificates representing the right to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and other than the Class LT-R CertificateNotional Certificates, is hereby designated as a regular interest in the Upper-Upper Tier REMICREMIC for purposes of the REMIC Provisions. Each Notional Component, other than the portion deemed to represent the obligation to make payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, is hereby designated as described hereina regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. Each Middle Tier Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC for purposes of the REMIC Provisions. Each Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents and LTR Interest is hereby designated as the sole class of residual interest in the Upper-Lower Tier REMICREMIC for purposes of the REMIC Provisions. The Class LT-R Certificate evidences ownership of MTR Interest is hereby designated as the sole class of residual interest in the Lower-Middle Tier REMIC (for purposes of the “LTREMIC Provisions. The Class A-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest Certificate is hereby designated as the sole Class class of residual interest in the Lower-Tier REMIC. The Upper-Upper Tier REMIC shall hold as its assets for purposes of the Lower-Tier Interests other than REMIC provisions and will also represent the LT-R Class LTR Interest and the Class MTR Interest. THE LOWER TIER REMIC INTERESTS The following table sets forth (or describes) the Class class designation, interest rate, initial principal amount, and initial Class Principal Amount the related Mortgage Pool for each Class class of Lower-Lower Tier REMIC Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of the Additional Collateral) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMICREMIC 1”, “Lower-Tier REMIC 2,” “Lower-Tier REMIC 3,” and the “Upper-Tier Tier” or “Master” REMIC,” respectively”). Each Certificate, other than the Class R Certificate and the Class LTA-R Certificate, is hereby designated as a shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The LowerUpper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower-Tier REMIC Interests in each Lower-Tier REMIC (other than the Class LT1-A-R, LT2-A-R, and LT3-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the Trust FundFund (except for any Additional Collateral) related to Pool 1, other than Pool 2, Pool 3, Pool 4, Pool 5, and Pool 6. Lower-Tier REMIC 2 shall hold as assets all property of the interests in Trust Fund (except for any Additional Collateral) related to Pool 7, Pool 8, Pool 9, and Pool 10. Lower-Tier REMIC formed hereby3 shall hold as assets all property of the Trust Fund (except for any Additional Collateral) related to Pool 11. Each Lower-Tier REMIC Interest in Lower-Tier REMIC 1, Lower-Tier REMIC 2, or Lower-Tier REMIC 3 (other than the LTClass LT1-R Interest shall be uncertificated A-R, Class LT2-A-R, and Class LT3-A-2 Interests, respectively) is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the a Lower-Tier REMIC. The Upperlatest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 Regular Interests shall hold as its assets have the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount for each Class Pass-Through Rate Corresponding Mortgage Pool B-1 (0.1% of Lower-Tier Interests: LT-A1 SP Group 1) (1) (32) A-1, R, A-IO LT-B1 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (30.9% of SP Group 2) (1-B1 LT-B2 ) (2) 2 B-2 (30.1% of SP Group 2) (1-B2 LT-B3 ) (2) 2 C-2 (3Excess of Group 2) (1-B3 LT-B4 ) (2) 2 A-3 (0.9% of SP Group 3) (1-B4 LT-R ) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) $50 N/A LT-RR (2) 4 B-4 (0.1% of SP Group 4) (1) $50 R(2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6 LT1-A-R (3) (3) A-R _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trustee, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Reserve Fund, (ii) the Class 1-A1 Cap Agreement and (iii) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”; REMIC 2 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class X, Class CX, and Class R Certificate and the Class LT-R CertificateCertificates, is hereby designated as represents ownership of a regular interest in the Upper-Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 16 of the table below for the Upper Tier REMIC. In addition, as described hereinthe Class 1-A1A, Class 1-A1B, and Class 1-A1C Certificates represent the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls from the proceeds of the Class 1-A1 Cap Agreement and each Certificate, other than the Class R, Class X, Class CX, and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class CX Certificate represents the right to receive the Class CX Excess Cap Amount. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in each of REMIC 1 and the Lower-Tier REMIC. The Upper-Upper Tier REMIC shall hold as its assets for purposes of the Lower-Tier Interests other than the LT-R InterestREMIC Provisions. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount principal amount for each Class of Lower-REMIC 1 Lower Tier Interests: LT. Class LT1-A1 1A1A (3) $ 19,797,250.00 1-A1A Class LT1-1A1B (3) $ 18,750,000.00 1-A1B Class LT1-1A1C (3) $ 2,493,750.00 1-A1C Class LT1-1A2A (3) $ 3,750,000.00 1-A2A Class LT1-1A2B (3) $ 7,115,250.00 1-A2B Class LT1-1A3 (3) $ 14,647,250.00 1-A3 Class LT1-1A4A (3) $ 3,750,000.00 1-A4A Class LT1-1A4B (3) $ 3,644,750.00 1-A4B Class LT1-2A1A (3) $ 40,796,750.00 2-A1A Class LT1-2A1B (3) $ 6,258,250.00 2-A1B Class LT1-M1 (3) $ 3,099,250.00 M1 Class LT1-M2 (3) $ 2,453,750.00 M2 Class LT1-M3 (3) $ 2,582,750.00 M3 Class LT1-Pool 1 PSA (1) $ 83,693,687.18 N/A Class LT1-Pool 1 (1) $ 198,886.47 N/A Class LT1-Pool 2 PSA (2) $ 53,256,090.41 N/A Class LT1-Pool 2 (2) $ 126,552.87 N/A Class LT1-Q (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT$ 250,142,716.93 N/A Class LT1-R (4) (14) $50 N/A LT-RR (1) $50 RA

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class X Cap) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC 1, REMIC 2, REMIC 3 and REMIC 4; REMIC 4 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class X Certificate, the Class P Certificate, and Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class P Certificate represents ownership of a regular interest in REMIC 2. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Class LT-R CertificateUpper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 3, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 3 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)Provisions. The Lower-Tier REMIC 3 shall hold as its assets all property the several Classes of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than the interests in any REMIC formed hereby. Each Lower-and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC2. The Upper-Tier REMIC 2 shall hold as its assets the Lower-several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the LT-R InterestLower Tier Interests in REMIC 1, REMIC 2 and REMIC 3, the Basis Risk Reserve Fund, the Basis Risk Cap, and the Class X Cap. The following table sets forth (or describes) startup day for each REMIC created hereby for purposes of the Class designationREMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest ratein each REMIC created hereby is the Latest Possible Maturity Date. For purposes of construing the terms of REMIC 1, REMIC 2, REMIC 3, and initial Class Principal Amount REMIC 4, and for each Class purposes of Lower-Tier Interests: LT-A1 (1) (3) A-1the interpreting the provisions of the Agreement concerning REMIC administration set forth in Article X hereof, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rthe following terms have the meanings set forth below.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund, (iii) the Class X Account, (iv) the Class 1-A1 Cap Agreement, (v) the Swap Agreement, (vi) the Supplemental Interest Trust (vii) the obligation to pay Class I Shortfalls, and (viii) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising two seven real estate mortgage investment conduits (each, a “REMIC” or”). There shall be four REMICs related to Pool 1: Pooling REMIC 1, in the alternative, the “Lower-Tier REMIC” REMIC 1, Middle-Tier REMIC 1, and the “Upper-Tier REMIC,” respectively)REMIC 1. There shall be three REMICs related to Pool 2: the Pooling REMIC 2, the Lower-Tier REMIC 2, and the Upper-Tier REMIC 2. Pooling REMIC 1 shall hold the assets of the Trust Fund related to Pool 1, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R-1 Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Certificateuncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class R Certificate and the Class LTLT1-R CertificateInterest, is hereby designated as a REMIC regular interest in the Upper-Tier REMIC, as described hereininterest. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LTLT1-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer, and to the extent provided herein, the Swap Counterparty. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund, (iii) the Swap Agreement, (iv) the Supplemental Interest Trust, (v) the Group 1 Cap Agreement, (vi) the obligation to pay Class I Shortfalls, (vii) the rights to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, and (viii) the Class X Account (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising two seven real estate mortgage investment conduits (each, a “REMIC” or”) in two tiered structures. Specifically, in the alternativePooling REMIC 1, the “Lower-Tier REMIC” REMIC 1, Middle-Tier REMIC 1, and the “Upper-Tier REMIC,” respectively)REMIC 1 shall relate to Pool 1 and Pooling REMIC 2, Lower-Tier REMIC 2, and Upper-Tier REMIC 2 shall relate to Pool 2. Pooling REMIC 1 shall hold the assets of the Trust Fund related to Pool 1, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class LT-R-1 Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Certificateuncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class R Certificate and the Class LTLT1-R CertificateInterest, is hereby designated as a REMIC regular interest in the Upper-Tier REMIC, as described hereininterest. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LTLT1-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor has acquired will acquire the Mortgage Loans from the Seller and at the Closing Date is will be the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator, SPS and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator, SPS and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that will make an election to treat the Trust Fund be treated segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes as comprising two real estate mortgage investment conduits (eachpurposes, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby such segregated pool of assets will be designated as a regular interest in the Upper-Tier REMIC, as described herein. “REMIC 1.” The Class R Certificate represents and is hereby designated as R-1 Interest will represent the sole class of “residual interest interests” in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 1 for purposes of the sole class of residual interest in the Lower-Tier REMIC Provisions (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interestdefined herein) under federal income tax law. The following table irrevocably sets forth (or describes) the Class designation, interest rate, and the initial Uncertificated Class Principal Amount and the Uncertificated REMIC 1 Interest Rate for each Class of Lowerthe “regular interests” in REMIC 1 (the “REMIC 1 Regular Interests”). None of the REMIC 1 Regular Interests will be certificated. The latest possible maturity date (determined for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 1 Regular Interests will be the Latest Possible Maturity Date as defined herein. 1-Tier Interests: LTA-1 $ 57,891,000.00 (1 ) 2-A1 A-1 $ 76,000,000.00 (11 ) 2-A-2 $ 25,333,000.00 (31 ) A-1, R, A2-IO LTA-3 $ 10,305,000.00 (1 ) 2-B1 A-4 $ 59,711,000.00 (1 ) 2) -A-5 $ 19,904,000.00 (31 ) 1-B1 LTB $ 5,344,109.81 (1 ) 2-B2 B $ 17,652,621.33 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R1 )

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement, (iii) the Swap Trust, (iv) any payments with respect to Basis Risk or Net WAC Shortfall Carryover Amounts, and (v) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMICREMIC 1,” “Lower-Tier REMIC 2,” “Middle-Tier REMIC 1,” and the “Upper-Tier Tier” or “Master REMIC,” respectively”). Each Certificate, other than the Class R Certificate and the Class LTA-R Certificate, is hereby designated as a shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The LowerUpper-Tier REMIC shall hold as its assets all property the several classes of uncertificated Middle-Tier REMIC Interests in the Trust Fund, Middle-Tier REMIC 1 (other than the interests in any REMIC formed hereby. Each Class 1-MT-R Interest) and the several classes of uncertificated Lower-Tier Interest REMIC Interests in Lower-Tier REMIC 2 (other than the Class 2-LT-R Interest), the Class 1-P Reserve Fund, the Class 2-P Reserve Fund, and the Class A-R Reserve Fund. Each Middle-Tier REMIC 1 Interest shall be uncertificated and (other than the Class MT1-R Interest) is hereby designated as a regular interest in the Middle-Tier REMIC 1 (each, a “Middle-Tier REMIC 1 Interest”), and each Lower-Tier REMIC and 2 Interest (other than the Class 2-LT-R Interest Interest) is hereby designated as the sole Class of residual a regular interest in the Lower-Tier REMIC. The UpperREMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). Middle-Tier REMIC 1 shall hold as its assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class 1-LT-R Interest.) Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund related to Pool 1 (other than any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class 1-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (each, a “Lower-Tier REMIC 1 Regular Interest”). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund related to Pool 2 (other than any related Excluded Property). Each Lower-Tier REMIC 2 Interest (other than the Class 2-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 2 (each, a “Lower-Tier REMIC 2 Regular Interest”). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. Lower-Tier REMIC 1: The following table sets forth (or describes) the Class designationdesignations, interest rateprincipal balances, and initial Class Principal Amount interest rates for each Class of interest in Lower-Tier Interests: REMIC 1, each of which (other than the 1-LT-A1 R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (1the “Lower-Tier REMIC 1 Regular Interests”): LT1-F1 $ 13,140,750.62 (2) LT1-V1 $ 13,140,750.62 (3) A-1, R, ALT1-IO LT-B1 F2 $ 12,749,953.24 (2) LT1-V2 $ 12,749,953.24 (3) LT1-F3 $ 13,699,778.97 (2) LT1-V3 $ 13,699,778.97 (3) LT1-F4 $ 11,906,918.20 (2) LT1-V4 $ 11,906,918.20 (3) LT1-F5 $ 12,998,836.05 (2) LT1-V5 $ 12,998,836.05 (3) LT1-F6 $ 11,678,936.42 (2) LT1-V6 $ 11,678,936.42 (3) LT1-F7 $ 10,497,268.96 (2) LT1-V7 $ 10,497,268.96 (3) LT1-F8 $ 12,081,540.82 (2) LT1-V8 $ 12,081,540.82 (3) LT1-F9 $ 10,564,312.41 (2) LT1-V9 $ 10,564,312.41 (3) LT1-F10 $ 9,522,957.75 (2) LT1-V10 $ 9,522,957.75 (3) LT1-F11 $ 9,243,035.14 (2) LT1-V11 $ 9,243,035.14 (3) LT1-F12 $ 8,971,334.81 (2) LT1-V12 $ 8,971,334.81 (3) LT1-F13 $ 8,707,615.38 (2) LT1-V13 $ 8,707,615.38 (3) LT1-F14 $ 9,219,600.03 (2) LT1-V14 $ 9,219,600.03 (3) LT1-F15 $ 11,628,457.10 (2) LT1-V15 $ 11,628,457.10 (3) LT1-F16 $ 9,126,565.56 (2) LT1-V16 $ 9,126,565.56 (3) LT1-F17 $ 11,257,903.22 (2) LT1-V17 $ 11,257,903.22 (3) LT1-F18 $ 8,205,141.28 (2) LT1-V18 $ 8,205,141.28 (3) LT1-F19 $ 12,463,533.34 (2) LT1-V19 $ 12,463,533.34 (3) LT1-F20 $ 8,321,465.50 (2) LT1-V20 $ 8,321,465.50 (3) LT1-F21 $ 10,289,976.97 (2) LT1-V21 $ 10,289,976.97 (3) LT1-F22 $ 6,082,021.88 (2) LT1-V22 $ 6,082,021.88 (3) LT1-F23 $ 6,436,280.97 (2) LT1-V23 $ 6,436,280.97 (3) LT1-F24 $ 5,714,105.01 (2) LT1-V24 $ 5,714,105.01 (3) LT1-F25 $ 5,546,131.75 (2) LT1-V25 $ 5,546,131.75 (3) LT1-F26 $ 6,119,873.75 (2) LT1-V26 $ 6,119,873.75 (3) LT1-F27 $ 9,781,824.28 (2) LT1-V27 $ 9,781,824.28 (3) LT1-F28 $ 5,856,292.79 (2) LT1-V28 $ 5,856,292.79 (3) LT1-F29 $ 4,742,711.76 (2) LT1-V29 $ 4,742,711.76 (3) LT1-F30 $ 8,806,937.57 (2) LT1-V30 $ 8,806,937.57 (3) LT1-F31 $ 4,665,005.44 (2) LT1-V31 $ 4,665,005.44 (3) LT1-F32 $ 9,523,120.28 (2) LT1-V32 $ 9,523,120.28 (3) LT1-F33 $ 4,457,052.50 (2) LT1-V33 $ 4,457,052.50 (3) LT1-F34 $ 12,058,763.84 (2) LT1-V34 $ 12,058,763.84 (3) LT1-F35 $ 12,260,200.43 (2) LT1-V35 $ 12,260,200.43 (3) LT1-F36 $ 3,079,700.01 (2) LT1-V36 $ 3,079,700.01 (3) LT1-F37 $ 2,989,171.77 (2) LT1-V37 $ 2,989,171.77 (3) LT1-F38 $ 2,901,302.69 (2) LT1-V38 $ 2,901,302.69 (3) LT1-F39 $ 2,816,014.67 (2) LT1-V39 $ 2,816,014.67 (3) LT1-F40 $ 2,733,231.96 (2) LT1-V40 $ 2,733,231.96 (3) LT1-F41 $ 2,652,880.99 (2) LT1-V41 $ 2,652,880.99 (3) LT1-F42 $ 2,574,890.40 (2) LT1-V42 $ 2,574,890.40 (3) LT1-F43 $ 2,499,190.86 (2) LT1-V43 $ 2,499,190.86 (3) LT1-F44 $ 2,425,715.14 (2) LT1-V44 $ 2,425,715.14 (3) LT1-F45 $ 2,354,397.93 (2) LT1-V45 $ 2,354,397.93 (3) LT1-F46 $ 2,330,531.29 (2) LT1-V46 $ 2,330,531.29 (3) LT1-F47 $ 2,216,659.19 (2) LT1-V47 $ 2,216,659.19 (3) LT1-F48 $ 2,208,348.53 (2) LT1-V48 $ 2,208,348.53 (3) LT1-F49 $ 2,086,516.45 (2) LT1-V49 $ 2,086,516.45 (3) LT1-F50 $ 2,542,973.71 (2) LT1-V50 $ 2,542,973.71 (3) LT1-F51 $ 5,045,640.14 (2) LT1-V51 $ 5,045,640.14 (3) LT1-F52 $ 1,801,405.83 (2) LT1-V52 $ 1,801,405.83 (3) LT1-F53 $ 6,501,945.45 (2) LT1-V53 $ 6,501,945.45 (3) LT1-F54 $ 2,602,835.34 (2) LT1-V54 $ 2,602,835.34 (3) LT1-F55 $ 1,575,950.80 (2) LT1-V55 $ 1,575,950.80 (3) LT1-F56 $ 11,238,654.65 (2) LT1-V56 $ 11,238,654.65 (3) LT1-F57 $ 1,797,873.74 (2) LT1-V57 $ 1,797,873.74 (3) LT1-F58 $ 16,870,197.43 (2) LT1-V58 $ 16,870,197.43 (3) LT1-F59 $ 18,826,784.25 (2) LT1-V59 $ 18,826,784.25 (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (41) (1) $50 N/A LT-RR (1) $50 R___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Cap Agreement and (iii) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2” and “REMIC 3”; REMIC 2 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class CX, Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 13 of the table below for such REMIC. In addition, each Certificate, other than the Class CX, Class R, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2 and REMIC 3 for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2 other than the Class LTLT2-R CertificateInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 2 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)Provisions. The Lower-Tier REMIC 2 shall hold as its assets all property the several Classes of the Trust Fund, uncertificated Lower Tier Interests in REMIC 1 other than the interests in any REMIC formed hereby. Each LowerClass LT1-R Interest, and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in REMIC 1 for purposes of the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMICProvisions. The Upper-Tier REMIC 1 shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than the LT-R InterestLower Tier Interests in REMIC 1 and the Excluded Trust Property. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount principal amount for each Class of Lower-REMIC 1 Lower Tier Interests: LT. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount Corresponding Class of Certificates LT1-A1 (1) $81,689,400.00 A1 LT1-A2 (1) $ 9,076,600.00 A2 LT1-M1 (1) $ 4,045,000.00 M1 LT1-M2 (1) $ 615,000.00 M2 LT1-M3 (1) $ 1,313,900.00 M3 LT1-M4 (1) $ 616,100.00 M4 LT1-M5 (1) $ 818,100.00 M5 LT1-M6 (1) $ 261,900.00 M6 LT1-M7 (1) $ 480,000.00 ▇▇ ▇▇▇-▇▇▇▇-▇ (1) (2) N/A LT1-Pool-2 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LTN/A LT1-R (4) (1) $50 N/A LT-RR (1) $50 R4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates, the Certificate Insurer and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Class M1 Reserve Fund, (ii) the Class M1 Cap Agreement, (iii) the Class X Cap and (iv) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2” and “REMIC 3;” REMIC 3 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class R X Certificate and the Class LT-R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 12 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 2 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)Provisions. The Lower-Tier REMIC 2 shall hold as its assets all property the several Classes of the Trust Funduncertificated Lower Tier Interests in REMIC 1, other than the interests in any REMIC formed hereby. Each LowerClass LT1-R Interest, and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC1. The Upper-Tier REMIC 1 shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than the LT-R InterestLower Tier Interests in REMIC 1 and REMIC 2, the Class M1 Reserve Fund, the Class M1 Cap Agreement, the Class X Cap and the rights and obligations with respect to the payment of Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount principal amount for each Class of Lower-REMIC 1 Lower Tier Interests: LT. Class LT1-A1 1A-IO (1) (3) A-1, R, A$ 51,944,531.00 Class LT1-2A-IO LT(1) $ 24,605,305.00 Class LT1-B1 3A-IO (1) $ 8,201,768.00 Class LT1-4A-IO (1) $ 10,935,690.00 Class LT1-Pool (1) $177,704,977.14 Class LT1-R (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in ”). There shall be a REMIC related to the alternative, the “Aggregate Pool: Lower-Tier REMIC 1 and there shall be a single upper-tier REMIC” and : the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R CertificateResidual Certificates, is hereby designated as shall represent ownership of a regular interest in the Upper-Tier REMICREMIC for purposes of the REMIC Provisions. Lower-Tier REMIC 1 shall hold the assets of the Trust Fund related to the Aggregate Pool and shall issue several uncertificated interests, as described herein. The Class R Certificate represents and including the LT-R-1 Interest, which is hereby designated as the sole class residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest. The Upper-Tier REMIC shall hold the uncertificated REMIC regular interests issued by Lower-Tier REMIC 1. Each of the Certificates (other than the Class A-R Certificate) represent ownership of regular interests in the Upper-Tier REMIC. The Upper-Tier REMIC shall also issue the Class A-R Certificate, which is hereby designated as the sole residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership latest possible maturity date of all REMIC regular interests created in this Agreement shall be the sole class of residual interest date three years following the Latest Possible Maturity Date. The Lower Tier Interests in the Lower-Tier REMIC (1 shall have the “LT-R Interest”). The Lower-Tier REMIC shall hold class designations, initial principal amounts, interest rates and corresponding Pool, Subgroup or Class of Certificates as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest set forth in the Lower-Tier REMIC and the LT-R following table: Class Designation Initial Principal Amount Certificate Interest is hereby designated as the sole Rate Corresponding Subgroup, Pool or Class of residual interest in the LowerCertificates LT1-Tier REMIC. The UpperSG1-Tier REMIC shall hold as its assets the LowerA (0.9% of SP Subgroup 1-Tier Interests other than the LT1) (1) 5.50% 1-R Interest. The following table sets forth 1 LT1-SG1-B (or describes0.1% of SP Subgroup 1-1) the Class designation, interest rate, and initial Class Principal Amount for each Class (1) 5.50% 1-1 LT1-SG1-C (Excess of LowerSubgroup 1-Tier Interests: LT1) (1) 5.50% 1-A1 1 LT1-SG2-A (0.9% of SP Subgroup 1-2) (1) 6.00% 1-2 LT1-SG2-B (0.1% of SP Subgroup 1-2) (1) 6.00% 1-2 LT1-SG3-A (0.9% of SP Subgroup 1-3) (1) (4) 1-3 LT1-SG3-B (0.1% of SP Subgroup 1-3) A-1, R, (1) (4) 1-3 LT1-SG3-C (Excess of Subgroup 1-3) (1) (4) 1-3 LT1-SG4-A (0.9% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG4-B (0.1% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG4-C (Excess of Subgroup 2-1) (1) (4) 2-1 LT1-SG5-A (0.9% of SP Subgroup 2-2) (1) 6.00% 2-2 LT1-SG5-B (0.1% of SP Subgroup 2-2) (1) 6.00% 2-2 LT1-SG5-C (Excess of Subgroup 2-2) (1) 6.00% 2-2 LT1-SG6-A (0.9% of SP Subgroup 2-3) (1) (4) 2-3 LT1-SG6-B (0.1% of SP Subgroup 2-3) (1) (4) 2-3 LT1-SG6-C (Excess of Subgroup 2-3) (1) (4) 2-3 LT1-A-IO LTP (3) (4) A-B1 P LT1-A-X (2) (34) 1A-B1 X LT-B2 R-1 (25) (35) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R_______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller "Seller") and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans (exclusive of any Retained Interest on such Mortgage Loans, ) and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by the Depositor Master Servicer, Trustee and the Trustee herein, Securities Administrator herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Class 2-A5 Certificate Insurer. The Depositor Depositor, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “"REMIC” " or, in the alternative, the “Lower-Lower Tier REMIC and the Upper Tier REMIC” and the “Upper-Tier REMIC,” , respectively). Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R CertificateLTR Interest, set out below. Each such Lower Tier Interest, other than the Class LTR Interest, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Lower Tier REMIC. The Corresponding Class LT-R Lower Tier Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Initial Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth Certificates Class Designation Interest Rate Principal Amount (or describesComponents) the ----------- ------------- ---------------- --------------- Class designation, interest rate, and initial LT1-A1 9.50% $103,000,000 Class Principal Amount for each Class of Lower-Tier Interests: LT1-A1 (1) Class 1-A2 Class LT1-A3 9.50% 108,500,000 Class 1-A3 (2) Class 1-A4 Class LT1-A5 9.50% 3,955,000 Class 1-A5 (3) A-1, R, A-IO LT-B1 (2) (3) Class 1-B1 LTA6 Class LT1-B2 (2) (3) A7 9.50% 46,400,000 Class 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R A7 (4) Class 1-A8 Class LT1-AP 0.00% 3,840,569 Class 1-AP Class LT2-A1 8.25% 59,640,000 Class 2-A1 (15) $50 N/A LTClass 2-RR A2 Class LT2-A3 8.25% 90,000,000 Class 2-A3 (16) $50 Class 2-A4 Class LT2-A5 8.25% 25,000,000 Class 2-A5 Class LT2-A6 8.25% 34,000,000 Class 2-A6 (7) Class 2-A7 Class LT2-AP 0.00% 1,371,539 Class 2-AP Class LT3-A1 8.25% 74,836,000 Class 3-A1 Class LT3-AP 0.00% 716,219 Class 3-AP Class LT3-AX 8.25% (8) Class 3-AX Class LT4-A1 8.25% 44,963,000 Class 4-A1 Class LT4-AP 0.00% 153,481 Class 4-AP Class LTB1(1) 9.50% 8,759,000 B1(1) Component (9) B1(X1) Component Class LTB1(2) 9.50% 6,418,000 B1(2) Component (10) B1(X2) Component Class LTB1(3) 8.25% 2,578,000 B1(3) Component Class LTB1(4) 8.25% 2,028,000 B1(4) Component Class LTB2(1) 9.50% 6,570,000 B2(1) Component Class LTB2(2) 8.25% 3,491,000 B2(2) Component Class LTB2(3) 8.25% 475,000 B2(3) Component Class LTB2(4) 8.25% 1,268,000 B2(4) Component Class LTB3(1) 9.50% 4,671,000 B3(1) Component Class LTB3(2) 8.25% 1,690,000 B3(2) Component Class LTB3(3) 8.25% 238,000 B3(3) Component Class LTB3(4) 8.25% 760,000 B3(4) Component Class LTB4(1) 9.50% 2,336,000 B4(1) Component Class LTB4(2) 8.25% 1,351,000 B4(2) Component Class LTB4(3) 8.25% 199,000 B4(3) Component Class LTB4(4) 8.25% 507,000 B4(4) Component Class LTB5(1) 9.50% 1,898,000 B5(1) Component Class LTB5(2) 8.25% 1,126,000 B5(2) Component Class LTB5(3) 8.25% 119,000 B5(3) Component Class LTB5(4) 8.25% 507,000 B5(4) Component Class LTB6(1) 9.50% 2,044,221 B6(1) Component Class LTB6(2) 8.25% 1,126,645 B6(2) Component Class LTB6(3) 8.25% 159,104 B6(3) Component Class LTB6(4) 8.25% 507,316 B6(4) Component Class LTR (11) (11) Class R Class LT1-Q 9.50% 100 Class R

PRELIMINARY STATEMENT. Brookdale Living Communities, Inc., a Delaware corporation ("Brookdale") has entered into a Purchase and Sale Agreement by and between Atrium Venture, a California limited partnership, as seller, and Brookdale, as purchaser, dated as of February 10, 1998 (the "P&S") to acquire a parcel of land consisting of approximately 10.14 acres, more or less, located in the City of San ▇▇▇▇, County of Santa Clara, California, (the "Land") as more particularly described in Exhibit A attached hereto, together with all structures, buildings and improvements of every kind and description now or at any time hereafter located or placed on the Land (the "Improvements") which include, without limitation, two residential buildings of approximately 243,186 square feet, one common building of approximately 20,600 square feet and certain parking facilities and driveways (the Land and Improvements, together with all related personalty, easements, privileges, rights and appurtenances thereto, are referred to collectively as the "Leased Property"). Brookdale has determined that the most advantageous financing for the acquisition of the Leased Property can be realized by assigning purchaser's rights under the P&S to Owner, permitting Owner to purchase the Leased Property and causing the Lessee to lease the Leased Property from Owner pursuant to this Lease, which Lease is intended to be an operating lease for accounting purposes under GAAP. The Depositor has acquired date upon which Brookdale assigns the Mortgage Loans P&S to the Owner, the Owner acquires the Leased Property from the Seller and at Lessee and Owner enter into this Lease is referred to as the "Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust FundDate". On the Closing Date, Owner will purchase the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer Leased Property pursuant to the Trust Fund P&S for a price of $31,100,000 (the Mortgage Loans"Acquisition Price"), and which Acquisition Price includes the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery assumption of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made certain outstanding debt incurred by the Seller to Column Financial, Inc., a Delaware corporation (the "Original Lender"), which is now held by LaSalle National Bank, as Trustee for the Registered Holders of DLJ Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-CF1 (the "Trust") (the Trust, together with its successors and assigns, the "Senior Lender"), in the Mortgage Loan Purchase original principal amount of EIGHTEEN MILLION FOUR HUNDRED THOUSAND DOLLARS ($18,400,000) (the "Senior Loan"). The remainder of the Acquisition Price shall be provided by the Owner from the proceeds of an equity contribution in the amount THIRTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS ($13,700,000) ("Owner's Equity") which amount will be provided by the majority member of the Owner, SELCO Service Corporation, an Ohio corporation ("SELCO"), from (i) the proceeds of a nonrecourse loan to be made to SELCO from Healthcare Realty Trust Incorporated, a Maryland corporation ("Healthcare Realty"), in the amount of SIX MILLION EIGHT HUNDRED THOUSAND DOLLARS ($6,800,000) (the "A Investor Loan"), (ii) the proceeds of a nonrecourse loan to be made to SELCO from Key Corporate Capital, Inc., a Michigan corporation ("KCCI") in the amount of FIVE MILLION NINE HUNDRED FORTY-SIX THOUSAND DOLLARS ($5,946,000) (the "B Investor Loan," and Sale Agreementtogether with the A Investor Loan, the Servicing Agreement "Investor Loans"), and (iii) equity provided by SELCO from its own funds in the amount of NINE HUNDRED FIFTY FOUR THOUSAND DOLLARS ($954,000) (the "SELCO Contribution"). The A Investor Loan will be secured by a pledge of the membership interests in Owner owned by SELCO and the stock interest in The Atrium of San ▇▇▇▇, Inc., the managing member of the Owner. The B Investor and the SELCO Contribution will each be secured by a pledge of the "Supplemental Collateral" as defined below. This Lease provides for a Basic Lease Term of five (5) years. Upon the expiration of the Basic Lease Term, Lessee will have options to extend the Term of the Lease for five (5) consecutive one (1)-year Extension Lease Terms. At the end of the Basic Lease Term or any Extension Lease Term, Lessee has an option to purchase the Leased Property for the Purchase Price set forth in Exhibit C to this Lease. If Lessee does not exercise its option to purchase the Leased Property, Lessee is obligated to solicit bids for the purchase of the Leased Property from third parties. If the Leased Property is sold to a third party pursuant to the provisions of this Lease or is returned to the Owner upon the completion of the Basic Lease Term or any Extension Lease Term or upon any Termination Date, Lessee will be obligated to pay the applicable End of Term Adjustment provided for in this Agreement Lease to Owner. On the date hereof, the Owner shall execute and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are deliver for the benefit of SELCO, and KCCI a nonrecourse guaranty under which Owner guarantees the Holders from time payment and receipt by SELCO and KCCI Basic Rent and the B Investor Loan Debt Service, respectively. Pursuant to time the Owner's Pledge Agreement, the Lessee shall pledge to Owner (which pledge will be assigned to KCCI and SELCO as security for the nonrecourse guaranty) two Certificates of Deposit each issued by Fleet National Bank or such other bank constituting an "Acceptable CD Issuer" (as defined in the CertificatesOwner Pledge Agreement) to secure the performance and payment of Lessee's obligations hereunder. One certificate of deposit shall be issued in the principal amount of SIX MILLION TEN THOUSAND SIX HUNDRED TWO AND 12/100 DOLLARS ($6,010,602.12) and the other certificate of deposit shall be issued in the principal amount of NINE HUNDRED FIFTY-FOUR THOUSAND DOLLARS ($954,000). The Depositor Certificates of Deposit will be delivered to Key Bank National Association, which shall hold the Certificates of Deposit as custodian for KCCI and SELCO in accordance with the Trustee are entering into this Owner Pledge Agreement, . The Lessee shall execute and deliver to Owner a Notice of Lease and Leasehold Deed of Trust granting to Owner a Lien on the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular Lessee's interest in the Upper-Tier REMIC, as described hereinLeased Property. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership In consideration of the sole class of residual interest in mutual covenants and agreements herein contained, the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold parties hereto agree as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rfollows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller “Seller”), and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class P Certificates, (iii) the Class X Account, (iv) the assets of the Grantor Trusts established pursuant to Section 4.04 and (v) the Lower Tier Interests) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, the “Lower-Tier REMICREMIC 1” and the “Upper-Tier REMIC,” respectivelyREMIC 2”). Each CertificateLIBOR Certificate represents ownership of a regular interest in REMIC 2 for purposes of the REMIC Provisions. In addition, each LIBOR Certificate represents the right to receive payments with respect to Excess Interest. Each Grantor Trust Certificate represents a beneficial interest in a Grantor Trust holding the related Underlying Certificate and certain other than assets for the benefit of the Grantor Trust Certificates. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and REMIC 2. REMIC 2 shall hold as its assets the Class LT-R Certificate, several Classes of uncertificated REMIC 1 Regular Interests and each such REMIC 1 Regular Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described hereinREMIC 1. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 1 shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than (i) the LT-R InterestLower Tier Interests, (ii) the Basis Risk Reserve Fund, (iii) the Class X Account, (iv) the assets of the Grantor Trusts established pursuant to Section 4.04 and (v) the rights to receive Prepayment Premiums distributable to the Class P Certificates. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount principal amount for each Class of LowerREMIC 1 Interests. LT1-Tier Interests: LT-A1 1A1A (1) (34) A-1, R, A▇/▇ ▇-IO LT▇▇▇▇ ▇▇▇-B1 ▇▇▇▇▇ (21) (34) ▇/▇ ▇-▇▇▇▇ ▇▇▇-▇▇▇▇▇ (1) (4) N/A 1-B1 LTA2A2U LT1-B2 1A2B (21) (34) N/A 1-B2 LTA2BU LT1-B3 1A3A (21) (34) N/A 1-B3 LTA3A LT1-B4 1A3B (21) (34) N/A 1-B4 LTA3BU LT1-1A4 (1) (4) N/A 1-A4 LT1-2A1 (1) (4) N/A 2-A1 LT1-2A2 (1) (4) N/A 2-A2 LT1-M1 (1) (4) N/A M1 LT1-M2 (1) (4) N/A M2 LT1-M3 (1) (4) N/A M3 LT1-M4 (1) (4) N/A M4 LT1-M5 (1) (4) N/A M5 LT1-M6 (1) (4) N/A M6 LT1-M7 (1) (4) N/A M7 LT1-M8 (1) (4) N/A M8 LT1-M9 (1) (4) N/A M9 LT1-XI (1) (5) N/A N/A LT1-IA (1) (6) Pool 1/ Pool 1 Senior Certificates N/A LT1-IIA (1) (8) Pool 2/ Pool 2 Senior Certificates N/A LT1-XII (1) (10) N/A N/A LT1-R (411) (111) $50 N/A LT-RR (1) $50 RN/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and Company at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates), the Class R-2 Residual Interest and the Variable Servicing Interest from the Trustee Trust as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, REMIC I Regular Interests and will be the owner of the Certificates and the other property constituting the Trust FundVariable Servicing Interest. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the related property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Seller issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the Mortgage Loan Purchase and Sale Agreement, aggregate the Servicing Agreement and entire beneficial interest in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the CertificatesREMIC II. The Depositor and the Trustee are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each CertificateThe Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus and a Prospectus Supplement, each dated January 23, 2002, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 28, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Variable Servicing Interest and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class Type of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Principal Final Maturity R-1 Residual Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 Rate (1) (3) Balance Date* ------------------------- ------------ -------------------- -------------------- ------------------------ Class A-1, R, A-IO LT-B1 L Regular Variable (2) (3) 1$ 106,500,000.00 February 2032 Class A-2-B1 LT-B2 L Regular Variable (2) (3) 1169,000,000.00 February 2032 Class A-3-B2 LT-B3 L Regular Variable (2) (3) 1192,000,000.00 February 2032 Class A-4-B3 LT-B4 L Regular Variable (2) 101,029,000.00 February 2032 Class A-5-L Regular Variable (32) 1236,200,000.00 February 2032 Class A-6-B4 LTL Regular Variable (2) 27,972,000.00 February 2032 Class B-1-R L Regular Variable (42) 11,188,000.00 February 2032 Class B-2-L Regular Variable (12) $50 N/A LT7,315,000.00 February 2032 Class B-3-RR L Regular Variable (12) $50 R4,303,000.00 February 2032 Class B-4-L Regular Variable (2) 1,721,000.00 February 2032 Class B-5-L Regular Variable (2) 860,000.00 February 2032 Class B-6-L Regular Variable (2) 2,585,725.31 February 2032 Class R-1'D' Residual 5.754% 100.00 February 2032

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and Company at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest and the Variable Servicing Interest from the Trustee Trust as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, REMIC I Regular Interests and will be the owner of the Certificates and the other property constituting the Trust FundVariable Servicing Interest. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the related property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Seller issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the Mortgage Loan Purchase and Sale Agreement, aggregate the Servicing Agreement and entire beneficial interest in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the CertificatesREMIC II. The Depositor and the Trustee are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each CertificateThe Certificates issued hereunder, other than the Class R Certificate Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and the Class LT-R Certificatea Prospectus Supplement, is hereby designated as a regular interest in the Upper-Tier REMICdated July 21, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership 2004, of the sole class of residual interest in the Lower-Tier REMIC Company (together, the “LT-R InterestProspectus”). The Lower-Tier REMIC shall hold as its assets all property of Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated July 23, 2004. The Trust created hereunder is intended to be the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest “Trust” described in the Lower-Tier REMIC Prospectus and the LT-R Interest is hereby designated as Private Placement Memorandum and the sole Class of residual interest in Certificates are intended to be the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest“Certificates” described therein. The following table sets tables set forth (or describes) the Class designation, interest ratetype of interest, and Certificate Interest Rate, initial Class Principal Amount Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Certificates and the Variable Servicing Interest: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class A-1-L Regular Variable (2) $ 408,000,000.00 August 2034 Class A-2-L Regular Variable (2) 82,079,000.00 August 2034 Class A-3-L Regular Variable (2) 40,247,000.00 August 2034 Class A-4-L Regular Variable (2) 61,247,000.00 August 2034 Class A-5-L Regular Variable (2) 50,821,000.00 August 2034 Class A-6-L Regular Variable (2) 48,512,000.00 August 2034 Class A-7-L Regular Variable (2) 134,641,000.00 August 2034 Class B-1-L Regular Variable (2) 10,700,000.00 August 2034 Class B-2-L Regular Variable (2) 7,704,000.00 August 2034 Class B-3-L Regular Variable (2) 5,566,000.00 August 2034 Class B-4-L Regular Variable (2) 3,424,000.00 August 2034 Class B-5-L Regular Variable (2) 1,713,000.00 August 2034 Class B-6-L Regular Variable (2) 1,286,127.07 August 2034 Class R-1† Residual 3.963% 100.00 August 2034 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of Lower-Tier REMIC I Regular and Residual Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rthe “latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreement and the Reserve Fund) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, a “REMIC” or, in ”). There shall be four REMICs related to the alternative, the “Aggregate Pool: Lower-Tier REMIC” and the “REMIC 1, Middle-Tier REMIC 1, Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate REMIC 1 and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMICREMIC 2. Lower-Tier REMIC 1 shall hold the assets of the Trust Fund related to the Aggregate Pool and shall issue several uncertificated interests, as described herein. The Class R Certificate represents and including the LT-R-1 Interest, which is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)1. The Each remaining uncertificated interest in Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and 1 is hereby designated as a REMIC regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rinterest.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 1998-4 (the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, herein are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor and the Trustee are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, All things necessary to make this Indenture a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property valid agreement of the Trust Fundin accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans in both Pool I and Pool II listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other than proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Collection Account, the Distribution Accounts, the Note Insurance Payment Account, the Pre-Funding Account, the Capitalized Interest Account and the Cross-collateralization Reserve Accounts, including all investments made with funds in such Accounts (but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts, which income shall belong to and be for the account of the Servicer), and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the Note Insurance Policy in trust and that it will hold any REMIC formed herebyproceeds of any claim upon the Note Insurance Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the Note Insurance Policy. Each Lower-Tier Interest other than In addition, the LT-R Interest shall be uncertificated Indenture Trustee agrees that it will acknowledge the Grant on each Subsequent Transfer Date of the related Subsequent Mortgage Loans pursuant to the terms of the related Subsequent Pledge Agreement, provided that the conditions precedent to the pledge of such Subsequent Mortgage Loans contained in this Indenture and is hereby designated as a regular interest in the Lower-Tier REMIC Sale and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (Servicing Agreement are satisfied on or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rprior to such Subsequent Transfer Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of the Additional Collateral) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” ”, and the “Upper-Tier Tier” or “Master” REMIC,” respectively”). Each Certificate, other than the Class R Certificate and the Class LTA-R Certificate, is hereby designated as a shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The LowerUpper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower-Tier REMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC shall hold as assets all property of the Trust Fund, Fund (except for any Additional Collateral). Each Lower Tier REMIC Interest (other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the Class LT-A-R Interest shall be uncertificated and Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC and Regular Interests shall have the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount for each Class Pass-Through Rate Corresponding Mortgage Pool B-1 (0.1% of Lower-Tier Interests: LT-A1 SP Group 1) (1) (32) A-1, R, A-IO LT-B1 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (30.9% of SP Group 2) (1-B1 LT-B2 ) (2) 2 B-2 (30.1% of SP Group 2) (1-B2 LT-B3 ) (2) 2 C-2 (3Excess of Group 2) (1-B3 LT-B4 ) (2) 2 A-3 (0.9% of SP Group 3) (1-B4 LT-R ) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) $50 N/A LT-RR (2) 4 B-4 (0.1% of SP Group 4) (1) $50 R(2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) A-R _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Initial Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Initial Mortgage Loans, the Pre-Funding Amount and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap (iii) the Pre-funding Account (iv) the Capitalized Interest Account and (v) the Class X Cap) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC 1, REMIC 2, REMIC 3 and REMIC 4; REMIC 4 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class X Certificate, and Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 10 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Class LT-R CertificateUpper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 3, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 3 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)Provisions. The Lower-Tier REMIC 3 shall hold as its assets all property the several Classes of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than the interests in any REMIC formed hereby. Each Lower-and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC2. The Upper-Tier REMIC 2 shall hold as its assets the Lower-several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the LTLower Tier Interests in REMIC 1, REMIC 2 and REMIC 3, the Basis Risk Reserve Fund, the Basis Risk Cap, the Pre-R Interestfunding Account, the Capitalized Interest Account, and the Class X Cap. The following table sets forth (or describes) startup day for each REMIC created hereby for purposes of the Class designationREMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest ratein each REMIC created hereby is the Latest Possible Maturity Date. For purposes of construing the terms of REMIC 1, REMIC 2, REMIC 3, and initial Class Principal Amount REMIC 4, and for each Class purposes of Lower-Tier Interests: LT-A1 (1) (3) A-1the interpreting the provisions of the Agreement concerning REMIC administration set forth in Article X hereof, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rthe following terms have the meanings set forth below.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of the Additional Collateral) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier Tier” or “Master” REMIC,” respectively”). Each Certificate, other than the Class R Certificate and the Class LTA-R Certificate, is hereby designated as a shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in each REMIC created hereunder. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests (other than the “Class LT-A-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in Fund (except for any REMIC formed herebyAdditional Collateral). Each Lower-Tier REMIC Interest (other than the Class LT-A-R Interest shall be uncertificated and Interest) is hereby designated as a regular interest in the Lower-Tier REMIC. The latest possible maturity date of all REMIC and regular interests created in this Agreement shall be the LT-R Interest is hereby designated as the sole Class of residual interest in the Latest Possible Maturity Date. The Lower-Tier REMIC. The Upper-Tier REMIC Regular Interests shall hold as its assets have the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount for each Class Pass-Through Rate Corresponding Mortgage Pool or Certificate A-1 (0.9% of Lower-Tier Interests: LT-A1 SP Group 1) (1) (32) A-1, R, A-IO LT-B1 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (3Excess of Group 1) (1-B1 LT-B2 ) (2) 1 A-2 (30.9% of SP Group 2) (1-B2 LT-B3 ) (2) 2 B-2 (30.1% of SP Group 2) (1-B3 LT-B4 ) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1-B4 LT-R ) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) $50 N/A LT-RR (2) 4 B-4 (0.1% of SP Group 4) (1) $50 R(2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6 A-7 (0.9% of SP Group 7) (1) (2) 7 B-7 (0.1% of SP Group 7) (1) (2) 7 C-7 (Excess of Group 7) (1) (2) 7 A-8 (0.9% of SP Group 8) (1) (2) 8 B-8 (0.1% of SP Group 8) (1) (2) 8 C-8 (Excess of Group 8) (1) (2) 8 A-9 (0.9% of SP Group 9) (1) (2) 9 B-9 (0.1% of SP Group 9) (1) (2) 9 C-9 (Excess of Group 9) (1) (2) 9

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor Transferor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee issuance of the Mortgage Loans and the related property constituting the Trust FundCertificates issuable as provided in this Agreement. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementTransferor, the Servicing Agreement and in this Agreement and by Servicer, the Depositor Trustee and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, Back-up Servicer herein are for the benefit and security of the Holders from time to time of the CertificatesCertificates and MBIA. The Depositor Transferor, the Servicer, the Trustee and the Trustee Back-up Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Agreement a valid agreement of the Transferor, the Servicer, the Trustee shall elect that and the Trust Fund be treated Back-up Servicer in accordance with its terms have been done. CONVEYANCE CLAUSE The Transferor does hereby absolutely transfer, assign, set over, and otherwise convey to the Trustee, for federal income tax purposes as comprising two real estate mortgage investment conduits the ratable benefit of the Holders of the Certificates and MBIA, all of the Transferor's rights, title and interest in and to the following and any and all benefits accruing to the Transferor from (eachbut none of the obligations under): (a) the Lease Receivables and Lease Contracts and all payments received on or with respect to the Lease Contracts and Lease Receivables and due after the CutOff Date, a “REMIC” orwith respect to those Lease Contracts listed on the Initial Lease Schedule, or the applicable Acquisition Dates, with respect to those Lease Contracts acquired on such Acquisition Dates; (b) the Transferor's rights and interests in the alternative, the “Lower-Tier REMIC” Equipment and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular any security interest in the Upper-Tier REMICEquipment not owned by the Transferor; (c) any rights of the Transferor under each Insurance Policy related to the Lease Contracts or the Equipment and Insurance Proceeds; (d) the Lease Acquisition Agreement, as described herein. The the Servicing Agreement, the Broker Assignment Agreements and any other Transaction Documents to which the Transferor is a party; (e) all amounts from time to time on deposit in the Collection Account, the Cash Collateral Account, the Lockbox Account, the Capitalized Interest Account, the Prefunding Account, the Redemption Account and the ACH Account (including any Eligible Investments and other property in such accounts); (f) the Lease Contract Files; (g) the Certificate Insurance Policy, except that the Holders of the Class R B Certificates and the Transferor Certificate represents shall have no right, title or interest in or to the Certificate Insurance Policy; and is hereby designated (h) proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing), in each case whether now owned or hereafter acquired, except that the Holders of the Class B Certificates and the Transferor Certificate shall have no right, title or interest in proceeds of the Certificate Insurance Policy (all of the foregoing being hereinafter referred to as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”"Trust Estate"). The Lower-Tier REMIC shall hold as its assets all property foregoing transfer, assignment, set over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trustee, any Certificateholder or MBIA of any obligation of the Transferor, the Company, the Servicer or any other Person in connection with the Trust FundEstate or under any agreement or instrument relating thereto. The trust created by the foregoing assignment shall be known as the "GF Funding Equipment Lease Trust 1997-1." The Trustee acknowledges its acceptance on behalf of the Certificateholders and MBIA of all right, other than title and interest previously held by the Transferor in and to the Trust Estate, and declares that it shall maintain such right, title and interest in accordance with the provisions hereof and agrees to perform the duties herein required to the best of its ability to the end that the interests in any REMIC formed herebyof the Certificateholders and MBIA may be adequately and effectively protected. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RARTICLE ONE

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, a Division of ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller "Seller") and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by the Depositor Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “"REMIC” " or, in the alternative, the “Lower-Lower Tier REMIC and the Upper Tier REMIC” and the “Upper-Tier REMIC,” , respectively). Each Certificate, other than the Class R Certificate, represents ownership of one or more regular interests in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R CertificateInterest, set out below. Each such Lower Tier Interest, other than the Class LT-R Interest, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Lower Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Lower Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any . LOWER TIER REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) specifies the Class designation, interest rate, and initial principal amount for each class of Lower Tier Interests. Initial Class Principal Corresponding Class Lower Tier Class Lower Tier (or Notional) of Certificates or Designation Interest Rate Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RComponents ---------------- ------------- ------ ----------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Collateralized Mortgage Bonds, (the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund"Bonds"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, Issuer herein are for the benefit and security of the Holders from time to time of the CertificatesBonds and MBIA. The Depositor and the Trustee are Issuer is entering into this AgreementIndenture, and the Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Trustee, for the exclusive benefit of the Holders of the Bonds and MBIA, all of the Issuer's right, title and interest in and to (a) the Pledged Mortgages identified in Schedule A to this Indenture, including the related Mortgage Documents, which the Issuer has caused to be delivered to the related Custodian herewith, and all interest and principal received or receivable by the Issuer on or with respect to the Pledged Mortgages after the Cut-Off Date and all interest and principal payments on the Pledged Mortgages received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on the Pledged Mortgages on or before the Cut-off Date, and all other proceeds received in respect of such Pledged Mortgages, (b) the Issuer's rights under 15 the Mortgage Loan Purchase Agreement, the Management Agreement, the Master Servicing Agreement, the Servicing Agreements and the Purchase and Sale Agreements (c) the Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Bond Account or the Distribution Account (exclusive of any earnings on investments made with funds deposited in the Distribution Account or the Bond Account), (e) property that secured a Pledged Mortgage that has become an REO property, and (f) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Bonds equally and ratably without prejudice, priority or distinction between any Bond and any other Bond by reason of difference in time of issuance or otherwise, and for the benefit of MBIA and to secure (i) the payment of all amounts due on the Bonds in accordance with their terms, (ii) the payment of all other sums payable under this Indenture with respect to the Bonds, (iii) compliance with the provisions of this Indenture, all as provided in this Indenture and to secure all amounts due by the Issuer to MBIA, including the obligations of the Issuer to MBIA under this Indenture, the Master Servicing Agreement and the Insurance Agreement. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Trustee shall elect acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the best of its ability to the end that the Trust Fund interests of the Holders of the Bonds and MBIA may be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” adequately and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described hereineffectively protected. The Class R Certificate represents Trustee agrees that it will hold the MBIA Policy in trust and is hereby designated as that it will hold any proceeds of any claim made upon the sole class of residual interest in MBIA Policy, solely for the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership use and benefit of the sole class of residual interest Bondholders in accordance with the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property terms hereof and of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RMBIA Policy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreements, and the Reserve Fund (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMICREMIC 1”, “Lower-Tier REMIC 2” and the “Upper-Tier Tier” or “Master” REMIC,” respectively”). Each Certificate, other than the Class R Certificate and the Class LTA-R Certificate, is hereby designated as a shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The LowerUpper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class LT1-A-R and LT2-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund, other than Fund relating to Aggregate Pool A (except for any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of the interests in Trust Fund relating to Pool 1 (except for any REMIC formed herebyrelated Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the LTClass LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest shall be uncertificated and (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC and 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the LT-R Interest is hereby designated as the sole Class of residual interest in the Latest Possible Maturity Date. The Lower-Tier REMIC. The Upper-Tier REMIC 1 Regular Interests shall hold as its assets have the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount for each Class Pass-Through Rate Corresponding Mortgage Pool B-2 (0.1% of Lower-Tier Interests: LT-A1 SP Group 2) (1) (32) A-1, R, A-IO LT-B1 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1-B1 LT-B2 ) (2) 3 B-3 (0.1% of SP Group 3) (1-B2 LT-B3 ) (2) 3 C-3 (Excess of Group 3) (1-B3 LT-B4 ) (2) 3 A-4 (3) 1-B4 LT-R (0.9% of SP Group 4) (1) $50 (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 LT1-A-R (3) (3) N/A LT-RR _______________ (1) $50 REach Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Sellers and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s 's transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Additional Collateral) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, a “"REMIC” " or, in the alternative, the “"Lower-Tier I REMIC” ," the "Lower-Tier II REMIC" and the “"Upper-Tier (or "Master") REMIC,” respectively"). Each Certificate, other than the Class R Certificate and the Class LTA-R Certificate, is hereby designated as a will represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LTA-R Certificate evidences represents ownership of the sole class of residual interest in each REMIC created hereunder. The Upper-Tier REMIC will hold as assets the several classes of uncertificated Lower-Tier REMIC Interests (other than the “Class LT-I-A-R Interest and Class LT-II-A-R Interest”). The Lower-Tier I REMIC shall will hold as its assets Mortgage Pools 1, 2, 3 and 4 and all other property of the Trust FundFund allocable to Mortgage Pools 1, 2, 3 and 4 (except for any Additional Collateral). The Lower-Tier II REMIC will hold as assets Mortgage Pools 5, 6 and 7 and all other than property of the interests in Trust Fund allocable to Mortgage Pools 5, 6 and 7 (except for any REMIC formed hereby. Additional Collateral) Each Lower-Tier I REMIC Interest (other than the Class LT-I-A-R Interest shall be uncertificated and Interest) is hereby designated as a regular interest in the Lower-Tier I REMIC and each Lower-Tier II REMIC Interest (other than the Class LT-II-A-R Interest Interest) is hereby designated as the sole Class of residual a regular interest in the Lower-Tier II REMIC. The Upper-Tier latest possible maturity date of all REMIC regular interests created in this Agreement shall hold as its assets be the Latest Possible Maturity Date. The Lower-Tier I REMIC The Lower-Tier I REMIC Regular Interests other than will have the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: ----------------------------------------- ------------------- -------------------- ---------------------- Lower-Tier Interests: LTI REMIC Interests Initial Pass-A1 Through Corresponding Principal Rate Mortgage Pool Amount ----------------------------------------- ------------------- -------------------- ---------------------- A-1 (0.9% of SP Group 1) (1) (32) A-1, R, A-IO LT-B1 1 ----------------------------------------- ------------------- -------------------- ---------------------- B-1 (0.1% of SP Group 1) (1) (2) 1 ----------------------------------------- ------------------- -------------------- ---------------------- C-1 (3Excess of Group 1) (1-B1 LT-B2 ) (2) 1 ----------------------------------------- ------------------- -------------------- ---------------------- A-2 (30.9% of SP Group 2) (1-B2 LT-B3 ) (2) 2 ----------------------------------------- ------------------- -------------------- ---------------------- B-2 (30.1% of SP Group 2) (1-B3 LT-B4 ) (2) 2 ----------------------------------------- ------------------- -------------------- ---------------------- C-2 (Excess of Group 2) (1) (2) 2 ----------------------------------------- ------------------- -------------------- ---------------------- A-3 (0.9% of SP Group 3) (1-B4 LT-R ) (2) 3 ----------------------------------------- ------------------- -------------------- ---------------------- B-3 (0.1% of SP Group 3) (1) (2) 3 ----------------------------------------- ------------------- -------------------- ---------------------- C-3 (Excess of Group 3) (1) (2) 3 ----------------------------------------- ------------------- -------------------- ---------------------- A-4 (0.9% of SP Group 4) (1) $50 (2) 4 ----------------------------------------- ------------------- -------------------- ---------------------- B-4 (0.1% of SP Group 4) (1) (2) 4 ----------------------------------------- ------------------- -------------------- ---------------------- C-4 (Excess of Group 4) (1) (2) 4 ----------------------------------------- ------------------- -------------------- ---------------------- LT-I-A-R (3) (3) N/A LT-RR (1) $50 R----------------------------------------- ------------------- -------------------- ----------------------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Sellers, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the each Seller in the related Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap, (iii) the Class X Cap and (iv) the right to receive Prepayment Premiums) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, each a “"REMIC” " or, in the alternative, REMIC 1, REMIC 2 and REMIC 3; REMIC 3 also being referred to as the “Lower-"Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively"). Each Certificate, other than the Class X Certificate, Class R Certificate and the Class LT-R P Certificate, is hereby designated as represents ownership of a regular interest in the Upper-Upper Tier REMIC, REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described hereinin note 7 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in each of REMIC 1, REMIC 2 and the Lower-Upper Tier REMIC (for purposes of the “LT-R Interest”)REMIC Provisions. The Lower-Upper Tier REMIC shall hold as its assets all property the several classes of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than the interests in any REMIC formed hereby. Each LowerClass LT2-R Interest, and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in REMIC 2 for purposes of the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMICProvisions. The Upper-Tier REMIC 2 shall hold as its assets the Lower-several classes of uncertificated Lower Tier Interests in REMIC 1, other than the LTClass LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the right to receive Prepayment Premiums, the Basis Risk Cap, the Class X Cap and a portion of the interest payments on Direct Access Mortgage Loans at the DA Dividend Rate. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount startup day for each Class REMIC created hereby for purposes of Lower-Tier Interests: LT-A1 (1) (3) A-1the REMIC Provisions is the Closing Date. In addition, Rfor purposes of the REMIC Provisions, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rthe latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Collateralized Home Equity Bonds, Series 1999-2 to be issuable in two classes (the conveyance to the Trustee of the Mortgage Loans "Class A-1 Bonds" and the related property constituting "Class A-2 Bonds" and collectively, the Trust Fund"Bonds")" as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, Issuer herein are for the benefit and security of the Holders from time to time of the CertificatesBonds and the Bond Insurer. The Depositor and the Trustee are Issuer is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Bonds and the Bond Insurer, all of the Issuer's right, title and interest in and to (a) the Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Custodian, on behalf of the Indenture Trustee, pursuant to the Custody Agreement, all payments of principal received, collected or otherwise recovered after the Cut-off Date for each Mortgage Loan (other than any principal or interest payments due on or prior to the Cut-off Date), all payments of interest (but not including prepayment charges or the premium portion of the Purchase Price of any Mortgage Loans purchased as described in Section 8.05) accruing on each Mortgage Loan after the Cut-off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, (b) security interests in the Mortgaged Properties; (c) rights under certain primary mortgage and hazard insurance policies, if any, covering the Mortgaged Properties; (d) the Issuer's rights under the Mortgage Loan Purchase Agreement; (f) the Issuer's rights under the Master Servicing Agreement, the Servicing Agreements, the Management Agreement and the Purchase and Sale Agreements; (g) amounts on deposit relating to the Mortgage Loans in the Bond Account, Distribution Account or the Reserve Accounts (but in each case excluding any investment income thereon); (h) all other ancillary or incidental funds, rights and properties related to the foregoing; and (i) all proceeds of the foregoing. Such Grants are made, however, in trust, to secure the Bonds equally and ratably without prejudice, priority or distinction between any Bond and any other Bond by reason of difference in time of issuance or otherwise, and for the benefit of the Bond Insurer to secure (x) the payment of all amounts due on the Bonds in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee shall elect acknowledges such ▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the Trust Fund interests of the Holders of the Bonds may be treated adequately and effectively protected. The Indenture Trustee agrees that it will hold the FSA Policy in trust and that it will hold any proceeds of any claim upon the FSA Policy, solely for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, the use and benefit of the Bondholders in accordance with the alternative, the “Lower-Tier REMIC” terms hereof and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RFSA Policy.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement (iii) the Swap Trust, (iv) payments with respect to Basis Risk Shortfall Carryover Amounts, and (v) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMICREMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier Tier” or “Master” REMIC,” respectively”). Each Certificate, other than the Class R Certificate and Exchangeable Certificates, the Exchangeable REMIC Certificates, the Class LTA-R Certificate, is hereby designated as a and each Uncertificated REMIC Interest, shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The LowerUpper-Tier REMIC shall hold as its assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1. Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund, other than Fund relating to Pool 1 (except for any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of the interests in Trust Fund relating to Aggregate Pool A (except for any REMIC formed herebyrelated Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the LTClass LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest shall be uncertificated and (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC2. The Upper-Tier latest possible maturity date of all REMIC regular interests created in this Agreement shall hold as its assets be the Lower-Tier Interests other than the LT-R InterestLatest Possible Maturity Date. The following table sets forth (or describes) the Class designationdesignations, interest rateprincipal balances, and initial Class Principal Amount interest rates for each Class of interest in Lower-Tier Interests: REMIC 1, each of which (other than the 1-LT-A1 R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”): LT1-F1 $ 10,648,456.79 (1) (3) A-1, R, ALT1-IO LT-B1 V1 $ 10,648,456.79 (2) LT1-F2 $ 10,336,030.48 (31) 1LT1-B1 LT-B2 V2 $ 10,336,030.48 (2) LT1-F3 $ 10,032,767.34 (31) 1LT1-B2 LT-B3 V3 $ 10,032,767.34 (2) LT1-F4 $ 9,738,398.70 (31) 1LT1-B3 LT-B4 V4 $ 9,738,398.70 (2) (3) 1LT1-B4 LT-R (4) F5 $ 9,452,663.78 (1) $50 N/A LTLT1-RR V5 $ 9,452,663.78 (2) LT1-F6 $ 9,175,309.41 (1) $50 RLT1-V6 $ 9,175,309.41 (2) LT1-F7 $ 8,906,089.90 (1) LT1-V7 $ 8,906,089.90 (2) LT1-F8 $ 8,644,766.69 (1) LT1-V8 $ 8,644,766.69 (2) LT1-F9 $ 8,391,108.26 (1) LT1-V9 $ 8,391,108.26 (2) LT1-F10 $ 8,144,889.88 (1) LT1-V10 $ 8,144,889.88 (2) LT1-F11 $ 7,905,893.38 (1) LT1-V11 $ 7,905,893.38 (2) LT1-F12 $ 7,673,907.02 (1) LT1-V12 $ 7,673,907.02 (2) LT1-F13 $ 7,448,725.22 (1) LT1-V13 $ 7,448,725.22 (2) LT1-F14 $ 7,356,752.80 (1) LT1-V14 $ 7,356,752.80 (2) LT1-F15 $ 7,014,123.06 (1) LT1-V15 $ 7,014,123.06 (2) LT1-F16 $ 6,808,297.83 (1) LT1-V16 $ 6,808,297.83 (2) LT1-F17 $ 6,608,509.97 (1) LT1-V17 $ 6,608,509.97 (2) LT1-F18 $ 6,445,127.67 (1) LT1-V18 $ 6,445,127.67 (2) LT1-F19 $ 7,850,619.63 (1) LT1-V19 $ 7,850,619.63 (2) LT1-F20 $ 6,907,663.80 (1) LT1-V20 $ 6,907,663.80 (2) LT1-F21 $ 6,521,524.07 (1) LT1-V21 $ 6,521,524.07 (2) LT1-F22 $ 5,601,024.85 (1) LT1-V22 $ 5,601,024.85 (2) LT1-F23 $ 5,436,649.16 (1) LT1-V23 $ 5,436,649.16 (2) LT1-F24 $ 5,277,095.43 (1) LT1-V24 $ 5,277,095.43 (2) LT1-F25 $ 5,252,913.05 (1) LT1-V25 $ 5,252,913.05 (2) LT1-F26 $ 4,968,064.98 (1) LT1-V26 $ 4,968,064.98 (2) LT1-F27 $ 5,015,011.14 (1) LT1-V27 $ 5,015,011.14 (2) LT1-F28 $ 4,750,059.49 (1) LT1-V28 $ 4,750,059.49 (2) LT1-F29 $ 4,771,273.21 (1) LT1-V29 $ 4,771,273.21 (2) LT1-F30 $ 4,996,895.46 (1) LT1-V30 $ 4,996,895.46 (2) LT1-F31 $ 12,316,906.60 (1) LT1-V31 $ 12,316,906.60 (2) LT1-F32 $ 10,565,699.53 (1) LT1-V32 $ 10,565,699.53 (2) LT1-F33 $ 12,177,295.04 (1) LT1-V33 $ 12,177,295.04 (2) LT1-F34 $ 3,585,377.63 (1) LT1-V34 $ 3,585,377.63 (2) LT1-F35 $ 3,113,954.86 (1) LT1-V35 $ 3,113,954.86 (2) LT1-F36 $ 3,022,559.21 (1) LT1-V36 $ 3,022,559.21 (2) LT1-F37 $ 2,933,844.84 (1) LT1-V37 $ 2,933,844.84 (2) LT1-F38 $ 2,847,733.13 (1) LT1-V38 $ 2,847,733.13 (2) LT1-F39 $ 2,764,147.72 (1) LT1-V39 $ 2,764,147.72 (2) LT1-F40 $ 2,683,014.56 (1) LT1-V40 $ 2,683,014.56 (2) LT1-F41 $ 2,604,261.72 (1) LT1-V41 $ 2,604,261.72 (2) LT1-F42 $ 2,527,819.37 (1) LT1-V42 $ 2,527,819.37 (2) LT1-F43 $ 2,453,619.77 (1) LT1-V43 $ 2,453,619.77 (2) LT1-F44 $ 2,381,597.15 (1) LT1-V44 $ 2,381,597.15 (2) LT1-F45 $ 2,311,687.63 (1) LT1-V45 $ 2,311,687.63 (2) LT1-F46 $ 2,243,829.27 (1) LT1-V46 $ 2,243,829.27 (2) LT1-F47 $ 2,191,813.14 (1) LT1-V47 $ 2,191,813.14 (2) LT1-F48 $ 2,113,621.49 (1) LT1-V48 $ 2,113,621.49 (2) LT1-F49 $ 2,077,433.44 (1) LT1-V49 $ 2,077,433.44 (2) LT1-F50 $ 2,053,452.61 (1) LT1-V50 $ 2,053,452.61 (2) LT1-F51 $ 1,973,790.79 (1) LT1-V51 $ 1,973,790.79 (2) LT1-F52 $ 1,928,621.24 (1) LT1-V52 $ 1,928,621.24 (2) LT1-F53 $ 2,004,715.65 (1) LT1-V53 $ 2,004,715.65 (2) LT1-F54 $ 2,288,867.08 (1) LT1-V54 $ 2,288,867.08 (2) LT1-F55 $ 6,789,092.62 (1) LT1-V55 $ 6,789,092.62 (2) LT1-F56 $ 10,668,583.65 (1) LT1-V56 $ 10,668,583.65 (2) LT1-F57 $ 15,600,368.71 (1) LT1-V57 $ 15,600,368.71 (2) LT1-F58 $ 2,997,700.82 (1) LT1-V58 $ 2,997,700.82 (2) LT1-F59 $ 1,934,175.07 (1) LT1-V59 $ 1,934,175.07 (2) LT1-F60 $ 748,255.09 (1) LT1-V60 $ 748,255.09 (2) LT1-F61 $ 551,391.21 (1) LT1-V61 $ 551,391.21 (2)

PRELIMINARY STATEMENT. The Depositor Seller has acquired the Mortgage Loans from the Mortgage Loan Seller and at on the Closing Date pursuant to the Mortgage Loan Purchase Agreement and is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor Seller has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust FundFund in exchange for the Certificates. All covenants and agreements made by the Seller in Seller, the Mortgage Loan Purchase and Sale AgreementSeller, the Servicing Agreement and in this Agreement and by the Depositor Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit and security of the Holders from time to time of the CertificatesCertificateholders. The Depositor Seller, the Mortgage Loan Seller and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund trusts created herebyhereby and thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, The Trustee on behalf of the Trustee Trust shall elect that make an election for the assets constituting the Trust Fund to be treated for federal income tax purposes as comprising two real estate mortgage investment conduits a REMIC. On the Closing Date, all the Classes of Certificates (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate Certificates) will be designated "regular interests" in the REMIC and the Class LTR Certificates will be designated the "residual interest" in the REMIC. As of the Cut-R Certificateoff Date, is hereby designated the Mortgage Loans had an aggregate Scheduled Principal Balance of $1,051,032,566. The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the benefit of Certificateholders under the Mortgage Loan Purchase Agreement and this Agreement. However, the Mortgage Loan Seller and the Seller will hereunder absolutely assign, and as a regular precautionary matter grant a security interest in the Upper-Tier REMICand to, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest its rights, if any, in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership Trust Fund and the Mortgage Loans to the Trustee on behalf of Certificateholders to ensure that the interest of the sole class of residual interest Certificateholders hereunder in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and Mortgage Loans is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rfully protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller "Seller"), and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by the Depositor Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “"REMIC” " or, in the alternative, the “Lower-Lower Tier REMIC and the Upper Tier REMIC” and the “Upper-Tier REMIC,” , respectively). Each Certificate, other than the Class R Certificate, represents ownership of one or more regular interests in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R CertificateR, set out below. Each such Lower Tier Interest, other than the Class LT-R, Interest, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Lower Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Lower Tier REMIC shall hold as its assets all property of the Trust Fund, Fund other than the interests in any REMIC formed hereby. Each Lower-Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R InterestInterests. The following table sets forth (or describes) specifies the Class class designation, interest rate, and initial principal amount for each class of Lower Tier Interests. Lower Tier Lower Tier Initial Class Corresponding Class of Class Designation Interest Rate Principal Amount for each Certificates ----------------- ------------- ---------------- ---------------------- Class of Lower-Tier Interests: LT-A1 (1) $ 40,000,000 Class A1 (2) Class A6 Class LT-A2 (1) $248,910,000 Class A2 (3) A-1, R, A-IO Class A6 Class LT-B1 A3 (21) $200,000,000 Class A3 Class LT-A4 (1) $ 1,000,000 Class A4 Class LT-A5 (4) $ 489,732 Class A5 Class LT-A7 (5) (36) 1-B1 Class A7 Class LT-B2 Q (21) (3) 1-B2 $ 100 Class R Class LT-B3 B (21) (3) 1$ 21,767,524 Classes B1-B3 LT-B4 (2) (3) 1-B4 B6 Class LT-R (47) (1) $50 N/A LT-RR (1) $50 Class R

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller Sellers, and at the Closing Date is the owner of the Initial Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Initial Mortgage Loans, the Initial Pre-Funding Amount and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the each Seller in the related Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, herein with respect to the Initial Mortgage Loans or any Subsequent Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the NIMS Insurer. The Depositor Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) assets held in the Pre-Funding Account, the Capitalized Interest Account and the Basis Risk Reserve Fund, (ii) the Cap Agreement and (iii) the right to receive Prepayment Premiums) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, each a “"REMIC” " or, in the alternative, REMIC 1, REMIC 2 and REMIC 3; REMIC 3 also being referred to as the “Lower-"Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively"). Each Certificate, other than the Class R Certificate and the X Certificate, Class LT-R Certificate, is hereby designated as and Class P Certificate, represents ownership of a regular interest in the Upper-Upper Tier REMIC, REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described hereinin note 6 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in each of REMIC 1, REMIC 2 and the Lower-Upper Tier REMIC (for purposes of the “LT-R Interest”)REMIC Provisions. The Lower-Upper Tier REMIC shall hold as its assets all property the several classes of the Trust Funduncertificated Lower Tier Interests in REMIC 2, other than the interests in any REMIC formed hereby. Each LowerClass LT2-R Interest, and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in REMIC 2 for purposes of the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMICProvisions. The Upper-Tier REMIC 2 shall hold as its assets the Lower-several classes of uncertificated Lower Tier Interests in REMIC 1, other than the LTClass LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the right to receive Prepayment Premiums, the Pre-Funding Account, the Capitalized Interest Account, the Cap Agreement and a portion of the interest payments on Direct Access Mortgage Loans at the DA Dividend Rate. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class class designation, interest rate, and initial Class Principal Amount principal amount for each Class class of Lower-REMIC 1 Lower Tier Interests: LT. Class LT1-A1 A (1) $443,868,128.25 Class LT1-AI-1 (31) A-1, R, A$ 39,749,385.00 Class LT1-IO LTAI-2 (1) $ 39,749,384.00 Class LT1-B1 AI-3 (1) $ 19,874,693.00 Class LT1-AI-4 (1) $ 79,498,769.00 Class LT1-AI-5 (1) $ 19,874,692.00 Class LT1-AI-6 (1) $ 19,874,692.00 Class LT1-R (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, and (ii) the Cap Agreement (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC 1and REMIC 2; REMIC 2 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class R Certificate X Certificates and the Class LT-R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 16 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 1 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)Provisions. The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 1 shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than the LT-R InterestLower Tier Interests in REMIC 1 and the Excluded Trust Property. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount startup day for each Class REMIC created hereby for purposes of Lower-Tier Interests: the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. LT-A1 (1) $ 201,026,750.00 A1 LT-A2 (2) $ 46,156,250.00 A2 LT-A3 (2) $ 47,415,250.00 A3 LT-A4 (2) $ 20,699,500.00 A4 LT-A5 (2) $ 25,660,500.00 A5 LT-M1 (3) A-1, R, A-IO $ 18,562,250.00 M1 LT-B1 M2 (3) $ 8,792,500.00 M2 LT-M3 (3) $ 3,907,750.00 M3 LT-M4 (3) $ 3,907,750.00 M4 LT-M5 (3) $ 2,930,750.00 M5 LT-M6 (3) $ 1,954,000.00 M6 LT-M7 (3) $ 1,563,250.00 M7 LT-M8 (3) $ 2,344,750.00 M8 LT-M9 (3) $ 1,954,000.00 M9 LT-B (3) $ 2,930,750.00 B LT-Pool-1-PSA (1) $ 1,175,053.23 N/A LT-Pool-1-N (1) $ 258,604,358.05 N/A LT-Pool-2-PSA (2) $ 817,940.05 N/A LT-Pool 2-N (2) $ 180,010,562.21 N/A LT-Q (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 $ 732,718,413.53 N/A LT-R (4) (14) $50 N/A LT-RR (1) $50 RR _______________

PRELIMINARY STATEMENT. The On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the Seller and at pursuant to the Mortgage Loan Purchase Agreement. Prior to the Closing Date is Date, pursuant to the owner Trust Agreement, the Depositor created People’s Choice Home Loan Securities Trust Series 2005-2, a Delaware statutory trust, for the purpose of holding the Mortgage Loans and related property being conveyed by issuing the Depositor Trust Certificates (the “Certificates”), pursuant to the Trustee hereunder for inclusion in Trust Agreement, and the Trust FundNotes, pursuant to the Indenture. On Pursuant to this Agreement, on the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of sell the Mortgage Loans and certain other property to the related property constituting Issuer and pursuant to the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementIndenture, the Servicing Agreement Issuer will pledge all of its right, title and interest in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting acquired from the Trust Fund, are Depositor pursuant to this Agreement to the Indenture Trustee to secure the Notes issued pursuant to the Indenture. In consideration for the benefit of the Holders from time Mortgage Loans and other property conveyed pursuant to time of the Certificates. The Depositor and the Trustee are entering into this Agreement, and the Trustee is accepting Depositor will receive from the Trust Fund created hereby, for good and valuable consideration, Issuer the receipt and sufficiency of which are hereby acknowledged. As provided herein, Certificates evidencing the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular entire beneficial ownership interest in the Upper-Tier REMIC, as described hereinIssuer and the Notes representing indebtedness of the Issuer. The Class R Certificate represents and is hereby designated Mortgage Loans will have an Outstanding Principal Balance as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)$1,100,922,823. The Lower-Tier REMIC shall hold as its assets all property In consideration of the Trust Fundmutual agreements herein contained, other than each of the interests in any REMIC formed hereby. Each Lower-Tier Interest other than Depositor, the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in Issuer, the Lower-Tier REMIC Master Servicer, the Securities Administrator, the Servicer, the Subservicer, the Seller, the Company and the LT-R Interest is hereby designated Indenture Trustee undertakes and agrees to perform their respective duties hereunder as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rfollows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series 1999-4 (the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, herein are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor and the Trustee are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Trust in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans in Pool I, Pool II and Pool III listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Unaffiliated Seller's Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Collection Account, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternativePayment Accounts, the “LowerNote Insurance Payment Account, the Pre-Tier REMIC” Funding Accounts, the Capitalized Interest Accounts and the “UpperCross-Tier REMIC,” respectively). Each Certificatecollateralization Reserve Accounts, including all investments made with funds in such Accounts (but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts other than the Class R Certificate Pre-Funding Accounts, which income shall belong to and be for the account of the Servicer), and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the Note Insurance Policy in trust and that it will hold any proceeds of any claim upon the Note Insurance Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the Class LT-R CertificateNote Insurance Policy. In addition, is hereby designated as a regular interest the Indenture Trustee agrees that it will acknowledge the Grant on each Subsequent Transfer Date of the related Subsequent Mortgage Loans pursuant to the terms of the related Subsequent Pledge Agreement, provided that the conditions precedent to the pledge of such Subsequent Mortgage Loans contained in this Indenture and in the Upper-Tier REMIC, as described herein. The Class R Certificate represents Sale and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (Servicing Agreement are satisfied on or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rprior to such Subsequent Transfer Date.

PRELIMINARY STATEMENT. The Depositor has acquired Trust is a statutory business trust organized under the Mortgage Loans from Business Trust Act (the Seller and at the Closing Date is the owner "Delaware Act") of the Mortgage Loans State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Sections 3801 et seq.) pursuant to the Declaration of Trust, dated and related property being conveyed effective as of July 28, 1998, by the Depositor Company and the Trustees as defined therein and the holders, from time to the Trustee hereunder for inclusion time, of undivided beneficial interests in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to assets of the Trust Fund of (the Mortgage Loans, and the other property constituting the Trust Fund"Declaration"). The Depositor has duly authorized Offerors confirm their agreement with the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee hereinInvestors, with respect to the Mortgage Loans offer and sale by the Trust and the other property constituting purchase by the Investors of $150,000,000 in aggregate liquidation amount of 8.25% Step Up Convertible Trust Preferred Securities (Liquidation Amount $1,000 per Security) representing undivided beneficial interests in the assets of the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”"Preferred Securities"). The Lower-Tier REMIC definitions of certain capitalized terms used herein are set forth in Section 8.1. Capitalized terms used herein and not otherwise defined herein shall hold have the meanings assigned such terms in the Declaration. The Preferred Securities will be guaranteed by the Company, with respect to distributions and amounts payable upon liquidation or redemption and otherwise pursuant to the Preferred Securities Guarantee Agreement, dated as its assets all property of July 28, 1998 of the Company (the "Preferred Securities Guarantee"). The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust Fundto the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $154,650,000 in aggregate principal amount of 8.25% Step Up Convertible Junior Subordinated Debentures due September 30, other than 2018 (the interests in any REMIC formed hereby"Subordinated Debentures") issued by the Company. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC The Preferred Securities and the LT-R Interest is hereby designated Common Securities will be issued pursuant to the Declaration. The Subordinated Debentures will be issued pursuant to the Indenture between the Company and Wilmington Trust Company (the "Indenture") and dated as of July 28, 1998. The Preferred Securities, the Preferred Securities Guarantee and the Subordinated Debentures are collectively referred to herein as the sole Class "Preferred Instruments." The Declaration, the Indenture, the Preferred Securities Guarantee and this Agreement are hereinafter referred to collectively as the "Operative Documents." The Preferred Securities are offered and sold to the Investors without registration under the Securities Act, in reliance upon exemptions therefrom, and Investors may only resell or otherwise transfer such Preferred Securities if such Preferred Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of residual interest in the Lower-Tier REMICSecurities Act is available. The Upper-Tier REMIC shall hold parties hereto desire that the foregoing transaction be subject to the terms and conditions set forth herein. Accordingly, the parties agree as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interestsfollows: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R730804.14

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Additional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two [ ] real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC[ ] REMIC [ ]” and the “Upper-Tier REMIC,” respectively[ ] REMIC [ ]”). Each CertificateCertificate related to the Aggregate Pool, other than the Class R Certificate and the Class LT-R [ ] Certificate, is hereby designated as shall represent ownership of a regular interest in [ ] REMIC [ ] for purposes of the Upper-Tier REMIC, as described hereinREMIC Provisions. The Class R [ ] Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)[ ] REMIC. The Lower-Tier [ ] REMIC shall hold as its assets the several classes of uncertificated Lower-Tier Interests in [ ] REMIC [ ] (other than the Class [ ] Interest). [ ] REMIC [ ] shall hold as assets all property of the Trust Fund, other than Fund relating to [ ] Interest the interests in Aggregate Pool (except for any REMIC formed herebyrelated Excluded Trust Property). Each Lower-Tier The uncertificated Class Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as represents ownership of the sole Class class of residual interest in the Lower-Tier REMIC[ ] REMIC [ ]. The Upper-Tier latest possible maturity date of all REMIC regular interests created in this Agreement shall hold as its assets be the Lower-Tier Interests other than the LT-R InterestLatest Possible Maturity Date. The following table sets forth (or describes) [ ] REMIC [ ] Regular Interests shall have the Class designation, interest rate, and initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC [ ] Interests Initial Principal Amount for each Class of LowerPass-Tier Interests: LT-A1 Through Rate Corresponding Mortgage Pool [ ] (1) (32) A-1, R, A-IO LT-B1 [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (3) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R[ ]

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer, the Trust Oversight Manager and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreements and the Reserve Fund (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier Tier” or “Master” REMIC,” respectively”). Each Certificate, other than the Class R Certificate and the Class LTA-R Certificate, is hereby designated as a shall represent ownership of one or more regular interest interests in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Class LTUpper-R Certificate evidences ownership Tier REMIC shall hold as assets the several classes of the sole class of residual interest uncertificated Lower-Tier REMIC Interests in the Lower-Tier REMIC (other than the “Class LT-R Interest”)) and the Class A-R Reserve Fund. The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund (except for any Excluded Trust Property and the Class A-R Reserve Fund, other than the interests in any REMIC formed hereby). Each Lower-Tier REMIC Interest (other than the Class LT-R Interest shall be uncertificated and Interest) is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the (each, a “Lower-Tier REMICREMIC Regular Interest”). The Upperlatest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC Regular Interests shall hold have the initial principal amounts and pass-through rates as its assets set forth in the Lowerfollowing table: REMIC Interests Initial Principal Amount Pass-Tier Interests other than the Through Rate Corresponding Class of Certificates LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 A1A (1) (32) A-1, R, A-IO A LT-B1 A1B (1) (2) (3) 1A-1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 RB

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Reserve Fund, (ii) the Cap Agreement and (iii) the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, “REMIC 1” and “REMIC 2”; REMIC 2 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class X and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 8 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and REMIC 2 for purposes of the Class LT-R CertificateREMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 1 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier Provisions, REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 1 shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than the LT-R InterestLower Tier Interests in REMIC 1 and the Excluded Trust Property. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount principal amount for each Class of Lower-REMIC 1 Lower Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings (the Seller "Seller"), and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by the Depositor Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (other than the rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits (each, each a “"REMIC” " or, in the alternative, the “Lower-Lower Tier REMIC” , the Middle Tier REMIC and the “Upper-Upper Tier REMIC,” , respectively). As described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including three grantor trusts. Each Certificate, other than the Class R Certificate P Certificates and the Class LTR Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier Interests, other than the Class MT-R CertificateInterest, set out below. Each Middle Tier Interest, other than the Class MT-R Interest, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Middle Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Middle Tier REMIC shall hold as its assets all property the several classes of the Trust Funduncertificated Lower Tier Interests, other than the interests in any REMIC formed herebyClass LT-R Interest, set out below. Each Lower-Lower Tier Interest Interest, other than the Class LT-R Interest shall be uncertificated and Interest, is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Lower Tier REMIC. The Upper-Lower Tier REMIC shall hold as its assets all property of the Lower-Tier Interests Trust Fund other than the LT-R InterestLower Tier Interests, the Middle Tier Interests, the rights to Prepayment Penalty Amounts and interests in the grantor trusts described in Section 10.01 hereof. Lower Tier REMIC The following table sets forth (or describes) specifies the Class class designation, interest rate, and initial Class Principal Amount principal amount for each Class class of Lower-Lower Tier Interests: . Lower Tier Class Initial Class or Principal Designation Interest Rate Amount ----------------- ------------- -------------------------- Class LT-A1 AX (1) (3) A-1, R, A-IO $573,994,576.68 Class LT-B1 PAX (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 $288,530,374.80 Class LT-R (43) (1) $50 N/A LT-RR (1) $50 R3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and certain other assets and will be the other property constituting owner of the Trust FundCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated August 25, 2003, and a Prospectus Supplement, dated September 29, 2003 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee shall elect that to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund be treated subject to this Agreement as multiple REMICs for federal income tax purposes purposes, and such segregated pool of assets shall be designated as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than "REMIC I." Component R-1 of the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as shall represent the sole class of "residual interest interests" in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC I for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R InterestProvisions under federal income tax law. The following table irrevocably sets forth (or describes) the Class designation, interest ratethe Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and initial Class Principal Amount solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of Lower-Tier the Uncertificated REMIC I Regular Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R. None of the Uncertificated REMIC I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreement, the Reserve Fund, and the supplemental interest trust (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, a “REMIC” or, in ”). There shall be two REMICs related to the alternative, the “Aggregate Pool: Lower-Tier REMIC” REMIC 1 and the “Upper-Tier REMIC,” respectively)REMIC 1. There shall be two REMICs related to Pool 3: Lower-Tier REMIC 2 and Upper-Tier REMIC 2. Each CertificateCertificate related to the Aggregate Pool, other than the Class R Certificate and the Class LT-R CertificateResidual Certificates, is hereby designated as shall represent ownership of a regular interest in the Upper-Tier REMICREMIC 1 and each Certificate related to Pool 3 (exclusive of any right to receive payments in excess of the Pool 3 Net WAC), as described hereinother than the Residual Certificates, shall represent ownership of a regular interest in Upper-Tier REMIC 2 for purposes of the REMIC Provisions. The Class R Certificate represents Lower-Tier REMIC 1 shall hold the assets of the Trust Fund related to the Aggregate Pool, other than any Excluded Trust Assets, and shall issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)1. The Each remaining uncertificated interest in Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and 1 is hereby designated as a REMIC regular interest in interest. Upper-Tier REMIC 1 shall hold the uncertificated REMIC regular interests issued by Lower-Tier REMIC and 1. Each of the LTCertificates related to the Aggregate Pool (other than the related Residual Certificates) represent ownership of regular interests in Upper-Tier REMIC 1. The Upper-Tier REMIC 1 shall also issue the Class A-R Interest Certificate, which is hereby designated as the sole Class of residual interest in the Upper-Tier REMIC 1. Lower-Tier REMICREMIC 2 shall hold the assets of the Trust Fund related to Pool 3, other than any Excluded Trust Assets, and shall issue several uncertificated interests, including the LT-R-2 Interest, which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 2 is hereby designated as a REMIC regular interest. Upper-Tier REMIC 2 shall hold the uncertificated REMIC regular interests issued by Lower-Tier REMIC 2. Each of the Certificates related to Pool 3 (other than the related Residual Certificates and exclusive of any right to receive payments in excess of the Pool 3 Net WAC) represent ownership of regular interests in Upper-Tier REMIC 2. The Upper-Tier REMIC 2 shall hold also issue the Class 3-A-R Certificate, which is hereby designated as its assets the sole residual interest in Upper-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the date three years following the Latest Possible Maturity Date. The Lower Tier Interests in Lower-Tier Interests other than REMIC 1 shall have the LT-R Interest. The following table sets forth (or describes) the Class designationclass designations, initial principal amounts, interest raterates and corresponding Pool, and initial Class Principal Amount for each Subgroup or Class of LowerCertificates as set forth in the following table: LT1-Tier Interests: LTSG1-A1 A (0.9% of SP Subgroup 1-1) (1) (34) A-1, R, A1-IO LT1 LT1-B1 SG1-B (0.1% of SP Subgroup 1-1) (1) (4) 1-1 LT1-SG1-C (Excess of Subgroup 1-1) (1) (4) 1-1 LT1-SG2-A (0.9% of SP Subgroup 1-2) (31) 5.75% 1-B1 LT2 LT1-B2 SG2-B (0.1% of SP Subgroup 1-2) (31) 5.75% 1-B2 LT2 LT1-B3 SG2-C (Excess of Subgroup 1-2) (1) 5.75% 1-2 LT1-SG3-A (0.9% of SP Subgroup 1-3) (1) 6.00% 1-B3 LT3 LT1-B4 SG3-B (20.1% of SP Subgroup 1-3) (1) 6.00% 1-3 LT1-SG3-C (Excess of Subgroup 1-3) (1) 6.00% 1-B4 LT3 LT1-R SG4-A (0.9% of SP Subgroup 1-4) (1) $50 (4) 1-4 LT1-SG4-B (0.1% of SP Subgroup 1-4) (1) (4) 1-4 LT1-SG4-C (Excess of Subgroup 1-4) (1) (4) 1-4 LT1-SG5-A (0.9% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG5-B (0.1% of SP Subgroup 2-1) (1) (4) 2-1 LT1-SG5-C (Excess of Subgroup 2-1) (1) (4) 2-1 LT1-SG6-A (0.9% of SP Subgroup 2-2) (1) 5.50% 2-2 LT1-SG6-B (0.1% of SP Subgroup 2-2) (1) 5.50% 2-2 LT1-SG6-C (Excess of Subgroup 2-2) (1) 5.50% 2-2 LT1-SG7-A (0.9% of SP Subgroup 2-3) (1) (4) 2-3 LT1-SG7-B (0.1% of SP Subgroup 2-3) (1) (4) 2-3 LT1-SG7-C (Excess of Subgroup 2-3) (1) (4) 2-3 LT1-A-P (3) (4) A-P LT1-A-X (2) (4) A-X LT-R-1 (5) (5) N/A LT-RR (1) $50 R_______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Class E Distributable Amount and the rights to receive (and the obligations to pay) Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC 1 and REMIC 2; REMIC 2 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class R Certificate and X Certificate, the Class E Certificate, the Class LT-R Certificate, and the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 7 of the table below for such REMIC. In addition, each Certificate, other than the Class LT-R, Class R, Class X, Class E, and Class P Certificates, represents the right to receive payments with respect to any Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in the Upper Tier REMIC, and the Class LT-R represents ownership of the sole Class of residual interest in REMIC 1, for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described hereinREMIC 1. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 1 shall hold as its assets the Lower-property of the Trust Fund other than (i) the Lower Tier Interests other than the LT-R Interest. The following table sets forth in REMIC 1, (or describesii) the Class designationE Distributable Amount and (iii) the rights and obligations with respect to the payment of Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest ratein each REMIC created hereby is the Latest Possible Maturity Date. For purposes of construing the terms of REMIC 1 and REMIC 2, and initial Class Principal Amount for each Class purposes of Lower-Tier Interests: LT-A1 (1) (3) A-1the interpreting the provisions of the Agreement concerning REMIC administration set forth in Article X hereof, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rthe following terms have the meanings set forth below.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s 's transfer to the Trust Fund Issuing Entity of the Mortgage Loans, Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller Sponsor in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and all covenants and agreements made by the Depositor Depositor, the Trustee, the Securities Administrator, Wilshire and the Trustee herein, Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund, Fund relating to the Certificates are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the NIMs Insurer. The Depositor Depositor, the Trustee, the Securities Administrator, Wilshire and the Trustee Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund be treated for federal income tax purposes as comprising two consisting of (i) three real estate mortgage investment conduits conduits, (eachii) the right to receive payments distributable to the Class P Certificates, a “REMIC” or, in (iii) the alternative, the “Lower-Tier REMIC” Corridor Contract and the “Upper-Tier REMIC,” respectivelyCorridor Contract Account, (iv) the grantor trusts described in Section 9.12 hereof, (v) the Supplemental Interest Trust, which in turn will hold the Swap Agreement and (vi) the Final Maturity Reserve Account. The SWAP REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii). Each Certificate, (iii), (iv), (v) and (vi) above, other than the Class R Certificate SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the SWAP REMIC) and the Class LT-R Certificate, is hereby designated SWR Interest as a regular interest the single "residual interest" in the Upper-SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC, ) and the Class LTR Interest as described hereinthe single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences will represent beneficial ownership of the sole class of residual interest in Class SWR Interest, the Lower-Tier REMIC (Class LTR Interest and the “LT-R Residual Interest”). The Lower-Tier "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. THE SWAP REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designationdesignations, initial principal balances and interest rate, and initial Class Principal Amount rates for each interest in the SWAP REMIC: Class of LowerInitial Principal Balance Interest Rate ----- ------------------------- ------------- SW-Tier Interests: LT-A1 Z $18,397,133.160 (1) SW-1A $ 3,848,256.500 (2) SW-1B $ 3,848,256.500 (3) A-1, R, A-IO LT-B1 SW-2A $ 3,450,790.000 (2) SW-2B $ 3,450,790.000 (3) 1-B1 LT-B2 SW-3A $ 3,204,590.500 (2) SW-3B $ 3,204,590.500 (3) 1-B2 LT-B3 SW-4A $ 3,089,356.500 (2) SW-4B $ 3,089,356.500 (3) 1-B3 LT-B4 SW-5A $ 2,784,671.000 (2) SW-5B $ 2,784,671.000 (3) 1SW-6A $ 2,533,802.000 (2) SW-6B $ 2,533,802.000 (3) SW-7A $ 2,519,043.500 (2) SW-7B $ 2,519,043.500 (3) SW-8A $ 2,896,470.000 (2) SW-8B $ 2,896,470.000 (3) SW-9A $ 3,168,428.500 (2) SW-9B $ 3,168,428.500 (3) SW-10A $ 3,226,155.000 (2) SW-10B $ 3,226,155.000 (3) SW-11A $ 3,321,322.500 (2) SW-11B $ 3,321,322.500 (3) SW-12A $ 3,249,751.500 (2) SW-12B $ 3,249,751.500 (3) SW-13A $ 3,039,825.500 (2) SW-13B $ 3,039,825.500 (3) SW-14A $ 2,846,935.000 (2) SW-14B $ 2,846,935.000 (3) SW-15A $ 2,609,113.500 (2) SW-15B $ 2,609,113.500 (3) SW-16A $ 2,483,489.000 (2) SW-16B $ 2,483,489.000 (3) SW-17A $ 2,278,073.000 (2) SW-17B $ 2,278,073.000 (3) SW-18A $ 2,062,610.000 (2) ▇▇-B4 LT▇▇▇ $ 2,062,610.000 (3) SW-19A $ 2,050,711.000 (2) SW-19B $ 2,050,711.000 (3) SW-20A $ 2,422,916.000 (2) SW-20B $ 2,422,916.000 (3) SW-21A $ 3,267,598.000 (2) SW-21B $ 3,267,598.000 (3) SW-22A $ 4,051,545.500 (2) SW-22B $ 4,051,545.500 (3) SW-23A $ 4,011,768.500 (2) SW-23B $ 4,011,768.500 (3) SW-24A $ 3,619,054.000 (2) SW-24B $ 3,619,054.000 (3) SW-25A $ 3,069,381.000 (2) SW-25B $ 3,069,381.000 (3) SW-26A $ 2,659,892.000 (2) SW-26B $ 2,659,892.000 (3) SW-27A $ 2,425,591.000 (2) SW-27B $ 2,425,591.000 (3) SW-28A $ 2,310,252.500 (2) SW-28B $ 2,310,252.500 (3) SW-29A $ 2,148,959.000 (2) SW-29B $ 2,148,959.000 (3) SW-30A $ 2,010,162.500 (2) SW-30B $ 2,010,162.500 (3) SW-31A $ 1,972,656.500 (2) SW-31B $ 1,972,656.500 (3) SW-32A $ 2,192,320.500 (2) SW-32B $ 2,192,320.500 (3) SW-33A $ 2,447,059.500 (2) SW-33B $ 2,447,059.500 (3) SW-34A $ 2,591,214.500 (2) SW-34B $ 2,591,214.500 (3) SW-35A $ 2,766,468.500 (2) SW-35B $ 2,766,468.500 (3) SW-36A $ 2,754,418.000 (2) SW-36B $ 2,754,418.000 (3) SW-37A $ 3,369,689.500 (2) SW-37B $ 3,369,689.500 (3) SW-38A $ 5,010,834.500 (2) SW-38B $ 5,010,834.500 (3) SW-39A $ 5,860,214.500 (2) SW-39B $ 5,860,214.500 (3) SW-40A $ 7,484,894.500 (2) SW-40B $ 7,484,894.500 (3) ▇▇-R ▇▇▇ $ 6,130,322.000 (2) SW-41B $ 6,130,322.000 (3) SW-42A $ 5,103,871.000 (2) SW-42B $ 5,103,871.000 (3) SW-43A $ 4,382,056.000 (2) SW-43B $ 4,382,056.000 (3) SW-44A $ 4,198,775.000 (2) SW-44B $ 4,198,775.000 (3) SW-45A $ 4,153,251.500 (2) SW-45B $ 4,153,251.500 (3) SW-46A $ 3,981,453.000 (2) SW-46B $ 3,981,453.000 (3) SW-47A $ 3,976,462.000 (2) SW-47B $ 3,976,462.000 (3) SW-48A $ 3,664,024.500 (2) SW-48B $ 3,664,024.500 (3) SW-49A $ 3,120,418.000 (2) SW-49B $ 3,120,418.000 (3) SW-50A $ 2,610,764.000 (2) SW-50B $ 2,610,764.000 (3) SW-51A $ 2,158,146.500 (2) SW-51B $ 2,158,146.500 (3) SW-52A $ 1,872,694.500 (2) SW-52B $ 1,872,694.500 (3) SW-53A $ 1,594,176.000 (2) SW-53B $ 1,594,176.000 (3) SW-54A $ 1,362,355.000 (2) SW-54B $ 1,362,355.000 (3) SW-55A $ 1,215,922.500 (2) SW-55B $ 1,215,922.500 (3) SW-56A $ 1,189,456.500 (2) SW-56B $ 1,189,456.500 (3) SW-57A $13,850,955.000 (2) SW-57B $13,850,955.000 (3) SWR (4) (14) $50 N/A LTSW-RR Coupon Strip (15) $50 R(5)

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Initial Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Initial Mortgage Loans, the Pre-Funding Amount and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pre-Funding Accounts, (ii) the Capitalized Interest Account, (iii) the Basis Risk Reserve Fund, and (iv) the Cap Agreement (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC 1 and REMIC 2 (REMIC 2 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”)). Each Certificate, other than the Class X Certificates and the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 19 of the table below for such REMIC. In addition, each Offered Certificate, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT-R CertificateInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 1 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)Provisions. The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 1 shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than the LT-R InterestLower Tier Interests in REMIC 1 and the Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class class designation, interest rate, and initial Class Principal Amount for each Class class of Lower-Lower Tier Interests: Interests in REMIC 1. LT-A1 (1) $ 127,367,750.00 A1 LT-A2 (1) $ 27,039,000.00 A2 LT-A3 (2) $ 61,806,250.00 A3 LT-A4 (2) $ 13,815,500.00 A4 LT-A5 (3) A-1, R, A-IO $ 90,171,750.00 A5 LT-B1 (2) A6 (3) 1-B1 $ 37,387,000.00 A6 LT-B2 (2) A7 (3) 1-B2 $ 27,784,750.00 A7 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R A8 (4) $ 61,496,750.00 A8 LT-A9 (4) $ 14,128,500.00 A9 LT-A10 (5) $ 25,000,000.00 ▇▇▇ ▇▇-▇▇▇ (5) $ 8,062,750.00 ▇▇▇ ▇▇-▇▇ (5) $ 15,590,500.00 M1 LT-M2 (5) $ 11,827,250.00 M2 LT-M3 (5) $ 3,494,500.00 M3 LT-M4 (5) $ 3,494,500.00 M4 LT-M5 (5) $ 3,763,250.00 M5 LT-M6 (5) $ 1,612,750.00 M6 LT-M7 (5) $ 1,075,250.00 ▇▇ ▇▇-▇▇▇▇-▇-▇▇▇ (1) $50 $ 1,026,381.28 N/A LT-RR Pool-1-N (11)(7) $50 R$ 204,699,432.89 N/A LT-Pool-2-PSA (2) $ 502,664.20 N/A LT-Pool-2-N (2)(7) $ 100,252,295.64 N/A LT-Pool-3-PSA (3) $ 1,032,600.71 N/A LT-Pool-3-N (3)(7) $ 568,257,970.28 N/A LT-Pool-4-PSA (4) $ 502,697.99 N/A LT-Pool-4-N (4)(7) $ 276,642,850.86 N/A LT-Q (5) $ 462,588,524.01 N/A LT-R (6) (6) R _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Sellers, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the each Seller in the related Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap, (iii) the Class X Cap and (iv) the right to receive Prepayment Premiums) be treated for federal income tax purposes as comprising two five real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4” and “REMIC 5”; REMIC 5 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, other than the Class X Certificate, Class R Certificate and the Class LT-R P Certificate, is hereby designated as represents ownership of a regular interest in the Upper-Upper Tier REMIC, REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described hereinin note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class A-SIO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Lower-Upper Tier REMIC (for purposes of the “LT-R Interest”)REMIC Provisions. The Lower-Upper Tier REMIC shall hold as its assets all property the several classes of the Trust Funduncertificated Lower Tier Interests in REMIC 4, other than the interests in any REMIC formed hereby. Each LowerClass LT4-R Interest, and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in REMIC 4 for purposes of the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMICProvisions. The Upper-Tier REMIC 4 shall hold as its assets the Lower-several classes of uncertificated Lower Tier Interests in REMIC 3, other than the LTClass LT3-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3 and REMIC 4, the Basis Risk Reserve Fund, the right to receive Prepayment Premiums, the Basis Risk Cap and the Class X Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class class designation, interest rate, and initial Class Principal Amount principal amount for each Class class of Lower-REMIC 1 Lower Tier Interests: LT. Class LT1-A1 1A-IO(1) (1) (3) A-1, R, A$ 52,583,508.00 Class LT1-IO LT2A-B1 (2IO(1) (31) 1$ 52,583,509.00 Class LT1-B1 LT3A-B2 (2IO(1) (31) 1$ 78,875,262.00 Class LT1-B2 LT4A-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4IO(1) (1) $50 N/A LT105,167,017.00 Class LT1-RR Pool 1 (1) $50 R587,101,864.53 Class LT1-1A-IO(2) (2) $ 23,538,414.00 Class LT1-2A-IO(2) (2) $ 23,538,414.00 Class LT1-3A-IO(2) (2) $ 35,307,622.00 Class LT1-4A-IO(2) (2) $ 47,076,828.00 Class LT1-Pool 2 (2) $262,845,627.88 Class LT1-R (3) (3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s 's transfer to the Trust Fund Issuing Entity of the Mortgage Loans, Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller Sponsor in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and all covenants and agreements made by the Depositor Depositor, the Trustee, the Securities Administrator, the Servicers and the Trustee herein, Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund, Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Securities Administrator, the Servicers and the Trustee Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee Securities Administrator shall elect that the Trust Fund be treated for federal income tax purposes as comprising two consisting of (i) three real estate mortgage investment conduits conduits, (eachii) the right to receive payments distributable to the Class P Certificates, a “REMIC” or, in (iii) the alternative, the “Lower-Tier REMIC” Corridor Contract and the “Upper-Tier REMIC,” respectivelyCorridor Contract Account, (iv) the grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, which in turn will hold the Swap Agreement and the Cap Contract. The SWAP REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii). Each Certificate, (iii), (iv) and (v) above, other than the Class R Certificate SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the SWAP REMIC) and the Class LT-R Certificate, is hereby designated SWR Interest as a regular interest the single "residual interest" in the Upper-SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC, ) and the Class LTR Interest as described hereinthe single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences will represent beneficial ownership of the sole class of residual interest in Class SWR Interest, the Lower-Tier REMIC (Class LTR Interest and the “LT-R Residual Interest”). The Lower-Tier "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. THE SWAP REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designationdesignations, initial principal balances and interest rate, and initial Class Principal Amount rates for each interest in the SWAP REMIC: Class of LowerInitial Principal Balance Interest Rate ------ ------------------------- ------------- SW-Tier Interests: LT-A1 Z $35,890,698.240 (1) SW-1A $ 3,476,927.500 (2) SW-1B $ 3,476,927.500 (3) A-1, R, A-IO LT-B1 SW-2A $ 3,205,483.000 (2) SW-2B $ 3,205,483.000 (3) 1-B1 LT-B2 SW-3A $ 3,793,586.500 (2) SW-3B $ 3,793,586.500 (3) 1-B2 LT-B3 SW-4A $ 5,437,897.000 (2) SW-4B $ 5,437,897.000 (3) 1-B3 LT-B4 SW-5A $ 5,668,133.500 (2) SW-5B $ 5,668,133.500 (3) 1SW-6A $ 5,819,374.000 (2) SW-6B $ 5,819,374.000 (3) SW-7A $ 5,843,266.000 (2) SW-7B $ 5,843,266.000 (3) SW-8A $ 5,684,886.500 (2) SW-8B $ 5,684,886.500 (3) SW-9A $ 5,361,403.000 (2) SW-9B $ 5,361,403.000 (3) SW-10A $ 4,632,018.000 (2) SW-10B $ 4,632,018.000 (3) SW-11A $ 4,235,820.000 (2) SW-11B $ 4,235,820.000 (3) SW-12A $ 3,767,356.500 (2) SW-12B $ 3,767,356.500 (3) SW-13A $ 3,531,590.000 (2) SW-13B $ 3,531,590.000 (3) SW-14A $ 3,042,967.500 (2) SW-14B $ 3,042,967.500 (3) SW-15A $19,318,703.500 (2) SW-15B $19,318,703.500 (3) SW-16A $ 3,046,741.000 (2) SW-16B $ 3,046,741.000 (3) SW-17A $ 3,698,447.000 (2) SW-17B $ 3,698,447.000 (3) ▇▇-B4 LT▇▇▇ $ 3,401,182.000 (2) SW-18B $ 3,401,182.000 (3) SW-19A $ 3,185,965.500 (2) SW-19B $ 3,185,965.500 (3) SW-20A $ 4,406,817.000 (2) SW-20B $ 4,406,817.000 (3) SW-21A $ 2,852,665.000 (2) SW-21B $ 2,852,665.000 (3) SW-22A $ 2,418,965.500 (2) SW-22B $ 2,418,965.500 (3) SW-23A $ 2,299,973.000 (2) SW-23B $ 2,299,973.000 (3) SW-24A $ 2,071,534.000 (2) SW-24B $ 2,071,534.000 (3) SW-25A $ 1,885,178.500 (2) SW-25B $ 1,885,178.500 (3) SW-26A $ 1,616,726.500 (2) SW-26B $ 1,616,726.500 (3) SW-27A $ 1,625,724.500 (2) SW-27B $ 1,625,724.500 (3) SW-28A $ 2,136,745.000 (2) SW-28B $ 2,136,745.000 (3) SW-29A $ 2,245,742.500 (2) SW-29B $ 2,245,742.500 (3) SW-30A $ 9,125,921.000 (2) SW-30B $ 9,125,921.000 (3) SW-31A $ 1,324,096.000 (2) SW-31B $ 1,324,096.000 (3) SW-32A $ 1,789,258.500 (2) SW-32B $ 1,789,258.500 (3) SW-33A $ 1,722,629.000 (2) SW-33B $ 1,722,629.000 (3) SW-34A $ 1,505,770.500 (2) SW-34B $ 1,505,770.500 (3) SW-35A $ 1,526,324.500 (2) SW-35B $ 1,526,324.500 (3) SW-36A $ 1,411,795.500 (2) SW-36B $ 1,411,795.500 (3) SW-37A $ 1,368,540.000 (2) SW-37B $ 1,368,540.000 (3) SW-38A $ 1,259,701.500 (2) SW-38B $ 1,259,701.500 (3) SW-39A $ 1,359,461.500 (2) SW-39B $ 1,359,461.500 (3) SW-40A $ 1,704,297.000 (2) ▇▇-R ▇▇▇ $ 1,704,297.000 (3) SW-41A $ 2,243,023.000 (2) SW-41B $ 2,243,023.000 (3) SW-42A $ 2,335,806.000 (2) SW-42B $ 2,335,806.000 (3) SW-43A $ 2,362,108.500 (2) SW-43B $ 2,362,108.500 (3) SW-44A $ 2,387,769.500 (2) SW-44B $ 2,387,769.500 (3) SW-45A $ 2,370,438.000 (2) SW-45B $ 2,370,438.000 (3) SW-46A $ 2,218,489.000 (2) SW-46B $ 2,218,489.000 (3) SW-47A $ 4,218,707.500 (2) SW-47B $ 4,218,707.500 (3) SW-48A $ 4,134,838.000 (2) SW-48B $ 4,134,838.000 (3) SW-49A $ 4,061,443.000 (2) SW-49B $ 4,061,443.000 (3) SW-50A $ 3,676,073.500 (2) SW-50B $ 3,676,073.500 (3) SW-51A $ 3,178,958.500 (2) SW-51B $ 3,178,958.500 (3) SW-52A $ 2,901,561.500 (2) SW-52B $ 2,901,561.500 (3) SW-53A $ 2,493,724.500 (2) SW-53B $ 2,493,724.500 (3) SW-54A $14,151,692.500 (2) SW-54B $14,151,692.500 (3) SWR (4) (1) $50 N/A LT-RR (1) $50 R4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising two three real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” and “REMIC 3,” REMIC 3 also being referred to as the “Lower-Upper Tier REMIC” and ”). Any inconsistencies or ambiguities in this Agreement or in the “Upper-Tier REMIC,” respectively)administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and the Class LTUpper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the LT2-R Certificateinterest, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 2 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)Provisions. The Lower-Tier REMIC 2 shall hold as its assets all property of the Trust Funduncertificated Lower Tier Interests in REMIC 1, other than the interests in any REMIC formed hereby. Each LowerLT1-R interest, and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC1. The Upper-Tier REMIC 1 shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than the LT-R InterestLower Tier Interests in REMIC 1, REMIC 2, and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class designationdesignations, principal balances and interest rate, and initial Class Principal Amount rates for each Class interest in REMIC 1, each of Lowerwhich (other than the LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests: LT”): LT1-A1 A $ 31,140,851.90 (1) LT1-F1 $ 12,967,500.00 (2) LT1-V1 $ 12,967,500.00 (3) A-1, R, ALT1-IO LT-B1 F2 $ 12,572,000.00 (2) LT1-V2 $ 12,572,000.00 (3) 1LT1-B1 LT-B2 F3 $ 12,189,500.00 (2) LT1-V3 $ 12,189,500.00 (3) 1LT1-B2 LT-B3 F4 $ 11,818,500.00 (2) LT1-V4 $ 11,818,500.00 (3) 1LT1-B3 LT-B4 F5 $ 11,458,500.00 (2) LT1-V5 $ 11,458,500.00 (3) 1LT1-B4 LTF6 $ 11,109,500.00 (2) LT1-V6 $ 11,109,500.00 (3) LT1-F7 $ 10,771,500.00 (2) LT1-V7 $ 10,771,500.00 (3) LT1-F8 $ 10,443,500.00 (2) LT1-V8 $ 10,443,500.00 (3) LT1-F9 $ 10,125,000.00 (2) LT1-V9 $ 10,125,000.00 (3) LT1-F10 $ 9,817,500.00 (2) LT1-V10 $ 9,817,500.00 (3) LT1-F11 $ 11,714,000.00 (2) LT1-V11 $ 11,714,000.00 (3) LT1-F12 $ 11,643,000.00 (2) LT1-V12 $ 11,643,000.00 (3) LT1-F13 $ 11,549,000.00 (2) LT1-V13 $ 11,549,000.00 (3) LT1-F14 $ 11,434,000.00 (2) LT1-V14 $ 11,434,000.00 (3) LT1-F15 $ 11,298,500.00 (2) LT1-V15 $ 11,298,500.00 (3) LT1-F16 $ 11,143,000.00 (2) LT1-V16 $ 11,143,000.00 (3) LT1-F17 $ 10,969,000.00 (2) LT1-V17 $ 10,969,000.00 (3) LT1-F18 $ 10,778,000.00 (2) LT1-V18 $ 10,778,000.00 (3) LT1-F19 $ 10,570,000.00 (2) LT1-V19 $ 10,570,000.00 (3) LT1-F20 $ 10,347,000.00 (2) LT1-V20 $ 10,347,000.00 (3) LT1-F21 $ 10,110,500.00 (2) LT1-V21 $ 10,110,500.00 (3) LT1-F22 $ 9,860,500.00 (2) LT1-V22 $ 9,860,500.00 (3) LT1-F23 $ 33,979,500.00 (2) LT1-V23 $ 33,979,500.00 (3) LT1-F24 $ 18,262,000.00 (2) LT1-V24 $ 18,262,000.00 (3) LT1-F25 $ 15,962,500.00 (2) LT1-V25 $ 15,962,500.00 (3) LT1-F26 $ 12,135,000.00 (2) LT1-V26 $ 12,135,000.00 (3) LT1-F27 $ 9,461,000.00 (2) LT1-V27 $ 9,461,000.00 (3) LT1-F28 $ 7,512,000.00 (2) LT1-V28 $ 7,512,000.00 (3) LT1-F29 $ 6,042,500.00 (2) LT1-V29 $ 6,042,500.00 (3) LT1-F30 $ 4,904,500.00 (2) LT1-V30 $ 4,904,500.00 (3) LT1-F31 $ 4,004,000.00 (2) LT1-V31 $ 4,004,000.00 (3) LT1-F32 $ 3,275,000.00 (2) LT1-V32 $ 3,275,000.00 (3) LT1-F33 $ 3,115,000.00 (2) LT1-V33 $ 3,115,000.00 (3) LT1-F34 $ 2,961,000.00 (2) LT1-V34 $ 2,961,000.00 (3) LT1-F35 $ 2,815,500.00 (2) LT1-V35 $ 2,815,500.00 (3) LT1-F36 $ 2,677,500.00 (2) LT1-V36 $ 2,677,500.00 (3) LT1-F37 $ 2,546,500.00 (2) LT1-V37 $ 2,546,500.00 (3) LT1-F38 $ 2,421,500.00 (2) LT1-V38 $ 2,421,500.00 (3) LT1-F39 $ 2,303,000.00 (2) LT1-V39 $ 2,303,000.00 (3) LT1-F40 $ 2,190,000.00 (2) LT1-V40 $ 2,190,000.00 (3) LT1-F41 $ 2,082,500.00 (2) LT1-V41 $ 2,082,500.00 (3) LT1-F42 $ 1,980,500.00 (2) LT1-V42 $ 1,980,500.00 (3) LT1-F43 $ 1,883,500.00 (2) LT1-V43 $ 1,883,500.00 (3) LT1-F44 $ 1,791,000.00 (2) LT1-V44 $ 1,791,000.00 (3) LT1-F45 $ 1,703,500.00 (2) LT1-V45 $ 1,703,500.00 (3) LT1-F46 $ 1,619,500.00 (2) LT1-V46 $ 1,619,500.00 (3) LT1-F47 $ 1,540,500.00 (2) LT1-V47 $ 1,540,500.00 (3) LT1-F48 $ 1,464,500.00 (2) LT1-V48 $ 1,464,500.00 (3) LT1-F49 $ 1,393,000.00 (2) LT1-V49 $ 1,393,000.00 (3) LT1-F50 $ 1,324,500.00 (2) LT1-V50 $ 1,324,500.00 (3) LT1-F51 $ 1,260,000.00 (2) LT1-V51 $ 1,260,000.00 (3) LT1-F52 $ 1,197,500.00 (2) LT1-V52 $ 1,197,500.00 (3) LT1-F53 $ 1,139,000.00 (2) LT1-V53 $ 1,139,000.00 (3) LT1-F54 $ 1,083,500.00 (2) LT1-V54 $ 1,083,500.00 (3) LT1-F55 $ 1,030,000.00 (2) LT1-V55 $ 1,030,000.00 (3) LT1-F56 $ 980,000.00 (2) LT1-V56 $ 980,000.00 (3) LT1-F57 $ 932,000.00 (2) LT1-V57 $ 932,000.00 (3) LT1-F58 $ 889,000.00 (2) LT1-V58 $ 889,000.00 (3) LT1-F59 $ 17,120,500.00 (2) LT1-V59 $ 17,120,500.00 (3) LT1-R (4) (1) $50 N/A LT-RR (1) $50 R4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series ___________ (the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, herein are for the benefit and security of the Holders from time to time of the CertificatesNotes and the Note Insurer. The Depositor and the Trustee are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Trust in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (a) the Mortgage Loans in both Pool I and Pool II listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Loan Sale Agreement and the Sale and Servicing Agreement, (c) the Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Collection Account, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternativeDistribution Accounts, the “LowerNote Insurance Payment Account, the Pre-Tier REMIC” Funding Accounts, the Capitalized Interest Accounts and the “UpperCross-Tier REMIC,” respectively). Each Certificatecollateralization Reserve Accounts, including all investments made with funds in such Accounts (but not including any income on funds deposited in, or investments made with funds deposited in, such Accounts other than the Class R Certificate Pre-Funding Accounts, which income shall belong to and be for the account of the Servicer), and (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the Note Insurance Policy in trust and that it will hold any proceeds of any claim upon the Note Insurance Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the Class LT-R CertificateNote Insurance Policy. In addition, is hereby designated as a regular interest the Indenture Trustee agrees that it will acknowledge the Grant on each Subsequent Transfer Date of the related Subsequent Mortgage Loans pursuant to the terms of the related Subsequent Pledge Agreement, provided that the conditions precedent to the pledge of such Subsequent Mortgage Loans contained in this Indenture and in the Upper-Tier REMIC, as described herein. The Class R Certificate represents Sale and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (Servicing Agreement are satisfied on or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rprior to such Subsequent Transfer Date.

PRELIMINARY STATEMENT. The On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the Mortgage Loan Seller and at pursuant to the Mortgage Loan Purchase Agreement. Prior to the Closing Date is the owner of the Mortgage Loans Date, pursuant to a Trust Agreement, as amended and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On restated on the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration created Bear ▇▇▇▇▇▇▇ ARM Trust 2007-2, a Delaware statutory trust, for the Depositor’s transfer to the Trust Fund purpose of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of holding the Mortgage Loans and issuing the related property constituting Certificates pursuant to the Trust FundAgreement, and the Notes, pursuant to the Indenture. All covenants and agreements made by Pursuant to this Agreement, on the Seller in Closing Date, the Depositor shall sell the Mortgage Loan Purchase Loans and Sale Agreementcertain other property to the Issuing Entity and pursuant to the Indenture, the Servicing Agreement Issuing Entity shall pledge all of its right, title and interest in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting acquired from the Trust Fund, are Depositor pursuant to this Agreement to the Indenture Trustee to secure the Notes issued pursuant to the Indenture. In consideration for the benefit of the Holders from time Mortgage Loans and other property conveyed pursuant to time of the Certificates. The Depositor and the Trustee are entering into this Agreement, and the Trustee is accepting Depositor shall receive from the Trust Fund created hereby, for good and valuable consideration, Issuing Entity the receipt and sufficiency of which are hereby acknowledged. As provided herein, Certificates evidencing the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular entire beneficial ownership interest in the Upper-Tier REMIC, as described hereinIssuing Entity and the Notes representing indebtedness of the Issuing Entity. The Class R Certificate represents Depositor, the Issuing Entity, the Master Servicer, the Securities Administrator, the Indenture Trustee and the Mortgage Loan Seller agree that it is hereby designated not intended that any mortgage loan be conveyed to the Trust that is a “High-Cost Home Loan” as the sole class of residual interest in the Upper-Tier REMICdefined by applicable predatory lending laws. The Class LT-R Certificate evidences ownership Mortgage Loans will have an Outstanding Principal Balance as of the sole class Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)$1,086,615,226.90. The Lower-Tier REMIC shall hold as its assets all property In consideration of the Trust Fundmutual agreements herein contained, other than each of the interests in any REMIC formed hereby. Each Lower-Tier Interest other than Depositor, the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in Issuing Entity, the Lower-Tier REMIC Master Servicer, the Securities Administrator, the Indenture Trustee and the LT-R Interest is hereby designated Mortgage Loan Seller undertakes and agrees to perform their respective duties hereunder as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rfollows:

PRELIMINARY STATEMENT. This Agreement amends and restates the Original Agreement. Under the Original Agreement, there was no separate securities administrator and the Trustee acted as Authenticating Agent, Certificate Registrar and Paying Agent. Commencing on the date hereof, Citibank, N.A. will act as Securities Administrator under this Agreement, and will also act in the related capacities of Authenticating Agent, Certificate Registrar and Paying Agent. ▇▇▇▇▇ Fargo Bank, N.A. will continue to act as Trustee under this Agreement, as it did under the Original Agreement. For clarification purposes, the Original Agreement governs the liabilities, rights and obligations of the parties thereto from the Closing Date up to but excluding January 1, 2014. This Agreement governs the liabilities, rights and obligations of the parties hereto from and including January 1, 2014 forward. The Depositor has acquired the Mortgage Loans from the Seller and at as of the Closing Date is was the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire acquired the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this the Original Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and the Original Agreement and by the Depositor Depositor, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting has accepted the Trust Fund created herebyFund, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinUnder the Original Agreement, the Trustee shall elect elected that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each , and each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby was designated as a regular interest in the Upper-Tier REMIC, as described herein. The Under the Original Agreement, the Class R Certificate represents and is hereby was designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby was designated under the Original Agreement as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby was designated under the Original Agreement as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The foregoing elections, representations and designations are hereby expressly affirmed under this Agreement. The following table sets forth (or describes) ), as of the Closing Date, the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1) (3) A-1▇-▇, R, A▇-IO LT▇▇ ▇▇-B1 ▇▇ (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Basis Risk Reserve Fund, and (ii) the rights to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, REMIC 1 and REMIC 2 (REMIC 2 also being referred to as the “Lower-Upper Tier REMIC” and the “Upper-Tier REMIC,” respectively”)). Each Certificate, other than the Class X Certificates and the Class R Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 16 of the table below for such REMIC. In addition, each of the Offered Certificates and Class B Certificates represents the right to receive payments in respect of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT-R CertificateInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership REMIC 1 for purposes of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”)Provisions. The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 1 shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than the LT-R InterestLower Tier Interests in REMIC 1 and the Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the Class class designation, interest rate, and initial Class Principal Amount for each Class class of Lower-Lower Tier Interests: Interests in REMIC 1. LT-A1 (1) (3) A-1, R, A-IO $ 142,346,000.00 A1 LT-B1 A2 (21) (3) 1-B1 $ 56,075,500.00 A2 LT-B2 M1 (21) (3) 1-B2 $ 15,816,500.00 M1 LT-B3 M2 (21) (3) 1-B3 $ 14,666,000.00 M2 LT-B4 M3 (21) $ 7,189,500.00 M3 LT-M4 (31) $ 14,378,500.00 M4 LT-M5 (1) $ 5,751,500.00 M5 LT-M6 (1) $ 5,320,000.00 M6 LT-M7 (1) $ 5,176,000.00 M7 LT-M8 (1) $ 3,594,500.00 ▇▇ ▇▇-▇▇ (1) $ 5,176,000.00 ▇▇ ▇▇-▇▇ (1) $ 2,875,500.00 ▇▇ ▇▇-▇▇ (1) $ 3,738,500.00 ▇▇ ▇▇-▇▇ (1) $ 5,463,500.00 B4 LT-R Q (41)(3) (1) $50 $ 287,567,606.24 N/A LT-RR R (12) $50 R(2) R _______________

PRELIMINARY STATEMENT. Pursuant to the Existing Credit Agreement and the Existing Indenture, the Borrower incurred the Existing Indebtedness and pursuant to the Existing Indenture, the Borrower issued the Existing Senior Notes. The Depositor has acquired Borrower desires to obtain the Mortgage Loans and Letters of Credit from the Seller and at Lenders in an aggregate amount, together with all Reimbursement Obligations, up to the Closing Date is Aggregate Loan Commitment to refinance the owner Existing Indebtedness, to have access to funds to redeem or repurchase any of the Mortgage Existing Senior Notes upon the occurrence of certain events specified herein and to have access to funds for general corporate purposes. In order to induce the Lenders to make the Loans to the Borrower and issue Letters of Credit on behalf of the Borrower, the Subsidiary Guarantors have agreed to jointly and severally guarantee the Obligations of the Borrower hereunder. The Borrower and the Subsidiary Guarantors have agreed to grant to the Agent on its behalf and on the behalf of the Lenders a first, priority, perfected security interest (other than in the case of the Second Lien Vessels for which the Borrower or related Subsidiary Guarantors grant to the Agent a second priority perfected security interest) in the Collateral to secure such Obligations. The Lenders are willing to make the Loans and related property being conveyed by issue Letters of Credit on behalf of the Depositor Borrower in an amount, together with all Reimbursement Obligations, up to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer Aggregate Loan Commitment pursuant to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by upon the Depositor terms and the Trustee herein, with respect subject to the Mortgage Loans conditions set forth herein and in reliance on the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor representations and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided warranties set forth herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and the Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and Company at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest and the Variable Servicing Interest from the Trustee Trust as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, REMIC I Regular Interests and will be the owner of the Certificates and the other property constituting the Trust FundVariable Servicing Interest. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the related property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Seller issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the Mortgage Loan Purchase and Sale Agreement, aggregate the Servicing Agreement and entire beneficial interest in this Agreement and by the Depositor and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the CertificatesREMIC II. The Depositor and the Trustee are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each CertificateThe Certificates issued hereunder, other than the Class R Certificate Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated May 20, 2003, and the Class LT-R Certificatea Prospectus Supplement, is hereby designated as a regular interest in the Upper-Tier REMICdated August 21, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership 2003, of the sole class of residual interest in the Lower-Tier REMIC Company (together, the “LT-R InterestProspectus”). The Lower-Tier REMIC shall hold as its assets all property of Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated August 26, 2003. The Trust created hereunder is intended to be the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest “Trust” described in the Lower-Tier REMIC Prospectus and the LT-R Interest is hereby designated as Private Placement Memorandum and the sole Class of residual interest in Certificates are intended to be the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest“Certificates” described therein. The following table sets tables set forth (or describes) the Class designation, interest ratetype of interest, and Certificate Interest Rate, initial Class Principal Amount Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Certificates and the Variable Servicing Interest: Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Class I-A-1-L Regular Variable (2) $244,000,000 .00 September 2033 Class I-A-2A-L Regular Variable (2) 83,000,000 .00 September 2033 Class I-A-2B-L Regular Variable (2) 20,000,000 .00 September 2033 Class I-A-3-L Regular Variable (2) 169,500,000 .00 September 2033 Class I-A-4-L Regular Variable (2) 112,000,000 .00 September 2033 Class I-A-5-L Regular Variable (2) 116,750,000 .00 September 2033 Class I-A-6-L Regular Variable (2) 226,750,000 .00 September 2033 Class I-A-7-L Regular Variable (2) 185,813,200 .00 September 2033 Class II-A-L Regular Variable (2) 300,303,500 .00 September 2033 Class I-B-1-L Regular Variable (2) 12,507,300 .00 September 2033 Class I-B-2-L Regular Variable (2) 9,529,300 .00 September 2033 Class I-B-3-L Regular Variable (2) 4,764,700 .00 September 2033 Class I-B-4-L Regular Variable (2) 1,786,700 .00 September 2033 Class I-B-5-L Regular Variable (2) 1,786,800 .00 September 2033 Class I-B-6-L Regular Variable (2) 2,977,930 .36 September 2033 Class II-B-1-L Regular Variable (2) 3,242,400 .00 September 2033 Class II-B-2-L Regular Variable (2) 2,316,000 .00 September 2033 Class II-B-3-L Regular Variable (2) 1,235,100 .00 September 2033 Class II-B-4-L Regular Variable (2) 463,200 .00 September 2033 Class II-B-5-L Regular Variable (2) 463,200 .00 September 2033 Class II-B-6-L Regular Variable (2) 772,063 .79 September 2033 Class R-1+ Residual 4.104 100 .00 September 2033 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of Lower-Tier REMIC I Regular and Residual Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rthe “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Pool 1-2 Basis Risk Reserve Fund, and (ii) the rights to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising two seven real estate mortgage investment conduits (each, a “REMIC” or”) in two tiered structures. Specifically, in the alternativePooling REMIC 1, the “Lower-Tier REMIC” REMIC 1, Middle-Tier REMIC 1, and the “Upper-Tier REMIC,” respectively)REMIC 1 shall relate to Pool 1 and Pool 2; and Pooling REMIC 2, Lower-Tier REMIC 2, and Upper-Tier REMIC 2 shall relate to Pool 3. Pooling REMIC 1 shall hold the assets of the Trust Fund related to Pool 1 and Pool 2, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class I-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC 1. Each Certificateuncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class R Certificate and the Class LTLT1-R CertificateInterest, is hereby designated as a REMIC regular interest in the Upper-Tier REMIC, as described hereininterest. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LTLT1-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale AgreementDepositor, the Servicing Agreement and in this Agreement and by Master Servicer, the Depositor Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively”). Each Certificate, of the Certificates set forth below (other than the Class R Certificate Exchangeable Certificates, the Exchangeable REMIC Certificates, and the Class LTA-R Certificate, is hereby designated as ) and each Uncertificated REMIC Interest shall represent ownership of a regular interest in the Upper-Tier REMIC, as described hereinREMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents and is hereby designated as ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC (other than the Class LT-A-R Certificate evidences Interest) and the Class P Reserve Fund. The Lower-Tier REMIC shall hold as assets all property of the Trust Fund. The uncertificated Class LT-A-R Interest represents ownership of the sole class of residual interest in the Lower-Tier REMIC. The latest possible maturity date of all REMIC (regular interests created in this Agreement shall be the “LT-R Interest”)Latest Possible Maturity Date. The Lower-Tier REMIC Regular Interests shall hold have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as its assets all property set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Trust Fund, other than the interests in any REMIC formed herebyPool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Lower-Tier Class B Interest other than shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool. (2) A rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans of the corresponding Mortgage Pool. (3) The Class LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LTA-R Interest is hereby designated as the sole Class class of residual interest in the Lower-Tier REMIC. The UpperIt has no principal balance and pays no principal or interest. On each Distribution Date, the Available Funds from each Mortgage Pool in the Aggregate Pool shall be distributed with respect to its corresponding Lower-Tier REMIC shall hold as its assets Interests in the Lower-Tier Interests other than the LT-R Interest. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each Class of Lower-Tier Interests: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rmanner:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller “Seller”), and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, elections shall be made in accordance with the Trustee shall elect provisions of Section 10.01 that the Trust Fund (other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Class P Certificates and the Class P Reserve Funds, (vi) the Funding Account and 1-X Component Account, (vii) the Lower Tier Interests and (viii) the right to receive FPD Premiums) be treated for federal income tax purposes as comprising two nine real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier SWAP REMIC,” respectively“REMIC I-1,” “REMIC I-2,” “REMIC I-3,” “REMIC II-1,” “REMIC II-2,” “REMIC II-3,” “REMIC III-1” and “REMIC III-2”). Each Certificate, other than the Class R Group I Certificate and the Class LT-R CertificateX Certificate represents ownership of one or more regular interests in REMIC I-3 for purposes of the REMIC Provisions. In addition, is hereby designated as a regular interest each Group I Certificate represents (i) the right to receive payments with respect to Excess Interest and (ii) the obligation to make payments in respect of Class I Shortfalls. In addition, the Upper-Tier REMIC, as described hereinClass X Certificates represent the right to receive FPD Premiums with respect to Pool 1. The Class R R-I Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in each of the LowerSWAP REMIC, REMIC I-1, REMIC I-2 and REMIC I-3 for purposes of the REMIC Provisions. Each Group II Certificate (other than the Class R-Tier II Certificate) represents ownership of regular interests in REMIC II-3 for purposes of the REMIC Provisions. In addition, the Class 3-AX Certificates represent the right to receive FPD Premiums with respect to Pool 3. The Class R-II Certificate represents ownership of the sole Class of residual interest in each of REMIC II-1, REMIC II-2 and REMIC II-3. Each Group III Certificate (other than the Class R-III Certificate) represents ownership of regular interests in REMIC III-2 for purposes of the REMIC Provisions. In addition, the Class 4-AX Certificates represent the right to receive FPD Premiums with respect to Pool 4. The Class R-III Certificate represents ownership of the sole Class of residual interest in each of REMIC III-1 and REMIC III-2. REMIC I-3 shall hold as its assets the classes of REMIC I-2 Regular Interests and the REMIC I-2 Regular Interests are hereby designated as regular interests in REMIC I-2. REMIC I-2 shall hold as its assets the classes of REMIC I-1 Regular Interests and the REMIC I-1 Regular Interests are hereby designated as regular interests in REMIC I-1. REMIC I-1 shall hold as its assets the classes of SWAP REMIC Regular Interests and the SWAP REMIC Regular Interests are hereby designated as regular interests in the SWAP REMIC. The Upper-Tier SWAP REMIC shall hold as its assets the Lowerproperty of the Trust Fund related to Pool 1 other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Class P Certificates and the Class P Reserve Funds, (vi) the Funding Account and the 1-X Component Account, (vii) the Lower Tier Interests other than and (viii) the LT-R Interestright to receive FPD Premiums. The following table sets forth (or describes) the Class designationdesignations, interest rate, rate and initial Class Principal Amount principal amount for each Class of Lower-Tier SWAP REMIC Interests: LTClass Designation Initial Principal Balance Interest Rate SW-A1 Z $15,433,580.220 (1) SW2A $7,403,217.000 (2) SW2B $7,403,217.000 (3) A-1, R, A-IO LT-B1 SW3A $7,141,771.000 (2) SW3B $7,141,771.000 (3) 1-B1 LT-B2 SW4A $6,889,555.500 (2) SW4B $6,889,555.500 (3) 1-B2 LT-B3 SW5A $6,646,245.000 (2) SW5B $6,646,245.000 (3) 1-B3 LT-B4 SW6A $6,411,525.500 (2) SW6B $6,411,525.500 (3) 1-B4 LTSW7A $6,185,093.000 (2) SW7B $6,185,093.000 (3) SW8A $5,966,655.000 (2) SW8B $5,966,655.000 (3) SW9A $5,755,930.500 (2) SW9B $5,755,930.500 (3) SW10A $5,552,645.500 (2) SW10B $5,552,645.500 (3) SW11A $5,489,764.500 (2) SW11B $5,489,764.500 (3) SW12A $5,162,474.500 (2) SW12B $5,162,474.500 (3) SW13A $5,884,195.000 (2) SW13B $5,884,195.000 (3) SW14A $5,638,631.500 (2) SW14B $5,638,631.500 (3) SW15A $5,403,315.500 (2) SW15B $5,403,315.500 (3) SW16A $5,267,367.500 (2) SW16B $5,267,367.500 (3) SW17A $4,957,955.500 (2) SW17B $4,957,955.500 (3) SW18A $4,751,041.000 (2) SW18B $4,751,041.000 (3) SW19A $4,697,512.000 (2) SW19B $4,697,512.000 (3) SW20A $4,356,721.000 (2) SW20B $4,356,721.000 (3) SW21A $4,174,894.000 (2) SW21B $4,174,894.000 (3) SW22A $4,030,379.000 (2) SW22B $4,030,379.000 (3) SW23A $4,067,156.000 (2) SW23B $4,067,156.000 (3) SW24A $3,662,613.500 (2) SW24B $3,662,613.500 (3) SW25A $4,091,816.500 (2) SW25B $4,091,816.500 (3) SW26A $3,892,707.500 (2) SW26B $3,892,707.500 (3) SW27A $3,750,272.000 (2) SW27B $3,750,272.000 (3) SW28A $3,520,795.500 (2) SW28B $3,520,795.500 (3) SW29A $3,349,468.000 (2) SW29B $3,349,468.000 (3) SW30A $3,224,622.000 (2) SW30B $3,224,622.000 (3) SW31A $3,029,561.000 (2) SW31B $3,029,561.000 (3) SW32A $2,882,134.500 (2) SW32B $2,882,134.500 (3) SW33A $3,225,297.500 (2) SW33B $3,225,297.500 (3) SW34A $5,014,816.500 (2) SW34B $5,014,816.500 (3) SW35A $4,062,001.000 (2) SW35B $4,062,001.000 (3) SW36A $2,352,821.000 (2) SW36B $2,352,821.000 (3) SW37A $2,028,460.000 (2) SW37B $2,028,460.000 (3) SW38A $1,929,754.500 (2) SW38B $1,929,754.500 (3) SW39A $1,835,850.500 (2) SW39B $1,835,850.500 (3) SW40A $1,746,515.500 (2) SW40B $1,746,515.500 (3) SW41A $1,661,527.500 (2) SW41B $1,661,527.500 (3) SW42A $1,580,674.000 (2) SW42B $1,580,674.000 (3) SW43A $1,503,754.500 (2) SW43B $1,503,754.500 (3) SW44A $1,430,577.500 (2) SW44B $1,430,577.500 (3) SW45A $1,360,961.500 (2) SW45B $1,360,961.500 (3) SW46A $1,294,732.500 (2) SW46B $1,294,732.500 (3) SW47A $1,318,734.500 (2) SW47B $1,318,734.500 (3) SW48A $1,167,429.500 (2) SW48B $1,167,429.500 (3) SW49A $1,110,622.500 (2) SW49B $1,110,622.500 (3) SW50A $1,056,578.500 (2) SW50B $1,056,578.500 (3) SW51A $1,005,165.000 (2) SW51B $1,005,165.000 (3) SW52A $982,398.500 (2) SW52B $982,398.500 (3) SW53A $958,354.000 (2) SW53B $958,354.000 (3) SW54A $861,816.000 (2) SW54B $861,816.000 (3) SW55A $819,878.500 (2) SW55B $819,878.500 (3) SW56A $854,711.000 (2) SW56B $854,711.000 (3) SW57A $1,129,931.500 (2) SW57B $1,129,931.500 (3) SW58A $14,040,610.000 (2) SW58B $14,040,610.000 (3) SW-R (4) (1) $50 N/A LT-RR (1) $50 R4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller Seller, and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund, as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor Depositor, the Trustee, the Master Servicer and the Trustee Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v), the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account, (viii) any PPTL Premium, (ix) the obligation to pay Class I Shortfalls and (x) the Collateral Account (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising two five real estate mortgage investment conduits under Section 860D of the Code (each, each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4” and “REMIC 5” (REMIC 5 also being referred to as the “Lower-Upper Tier REMIC” and ”)). Any inconsistencies or ambiguities in this Agreement or in the “Upper-Tier REMIC,” respectively)administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R Certificate and the R, Class LT-R and Class X Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC. The Upper Tier REMIC shall hold as assets the uncertificated Lower Tier Interests in REMIC 4, other than the Class LT4-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described hereinREMIC 4. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC 4 shall hold as its assets all property of the Trust Funduncertificated Lower Tier Interests in REMIC 3, other than the interests in any REMIC formed hereby. Each LowerClass LT3-R interest, and each such Lower Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC3. The Upper-Tier REMIC 3 shall hold as its assets the Lower-uncertificated Lower Tier Interests in REMIC 2, other than the LTClass LT2-R Interestinterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1 and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC and the Excluded Trust Assets. The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount startup day for each Class REMIC created hereby for purposes of Lower-Tier Interests: LT-A1 (1) (3) A-1the REMIC Provisions is the Closing Date. In addition, Rfor purposes of the REMIC Provisions, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 Rthe latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the Seller “Seller”), and at the Closing Date is the owner of the Mortgage Loans and related the other property being conveyed by the Depositor it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee Trust Fund as consideration for the Depositor’s its transfer to the Trust Fund of the Mortgage Loans, Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor Depositor, the Master Servicer and the Trustee herein, herein with respect to the Mortgage Loans and the other property constituting the Trust Fund, Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor Depositor, the Trustee and the Trustee Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class AX and Class P Certificates and the Class P Reserve Funds, (iii) the X Component Account, (iv) the Interest Rate Cap Agreement and the Interest Rate Cap Account, (v) the Swap Agreement and the Supplemental Interest Trust and (vi) the Lower Tier Interests) be treated for federal income tax purposes as comprising two four real estate mortgage investment conduits (each, each a “REMIC” or, in the alternative, and referred to herein separately as the “Lower-Tier REMIC” and the “Upper-Tier SWAP REMIC,” respectively“REMIC 1,” “REMIC 2” and “REMIC 3”). Each Certificate, Certificate (other than the Class C Certificates, the Class R Certificates and the Class P Certificates) represents ownership of one or more regular interests in REMIC 3 for purposes of the REMIC Provisions. In addition, each LIBOR Certificate and the Class LT-AX Certificates represents (i) the right to receive certain payments with respect to Excess Interest and (ii) and the obligation to make payments in respect of Class I Shortfalls as set forth herein. In addition, the Class M9 Certificates represent the obligation to make payments in respect of Class I Shortfalls. The Class R CertificateCertificate represents ownership of the sole Class of residual interest in each of the SWAP REMIC, REMIC 1, REMIC 2 and REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the several Classes of uncertificated REMIC 2 Regular Interests and each such REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several Classes of uncertificated REMIC 1 Regular Interests and each such REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the several Classes of uncertificated SWAP REMIC Regular Interests and each such SWAP REMIC Regular Interest is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier SWAP REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier SWAP REMIC shall hold as its assets the Lower-Tier Interests property of the Trust Fund other than (i) the LT-R InterestBasis Risk Reserve Fund, (ii) the Lower Tier Interests, (iii) the X Component Account, (iv) the Interest Rate Cap Agreement and the Interest Rate Cap Account, (v) the Swap Agreement and the Supplemental Interest Trust and (vi) the rights to receive Prepayment Premiums distributable to the Class AX and Class P Certificates and the Class P Reserve Funds. The following table sets forth (or describes) the Class designationdesignations, interest rate, rate and initial Class Principal Amount principal amount for each Class of Lower-Tier SWAP REMIC Interests: LT1-A1 SW-Z $ 95,624,818.295 (1) (3) A-1, R, A-IO LT-B1 (2) (31 ) 1-B1 LT-B2 SW2A $ 17,547,630.805 (2) (32 ) 1-B2 LT-B3 SW2B $ 17,547,630.805 (2) (33 ) 1-B3 LT-B4 SW3A $ 17,070,507.939 (2) (32 ) 1-B4 LTSW3B $ 17,070,507.939 (3 ) 1-SW4A $ 16,606,495.296 (2 ) 1-SW4B $ 16,606,495.296 (3 ) 1-SW5A $ 16,155,230.022 (2 ) 1-SW5B $ 16,155,230.022 (3 ) 1-SW6A $ 15,716,358.502 (2 ) 1-SW6B $ 15,716,358.502 (3 ) 1-SW7A $ 15,289,536.358 (2 ) 1-SW7B $ 15,289,536.358 (3 ) 1-SW8A $ 14,874,430.363 (2 ) 1-SW8B $ 14,874,430.363 (3 ) 1-SW9A $ 14,470,715.254 (2 ) 1-SW9B $ 14,470,715.254 (3 ) 1-SW10A $ 14,078,075.645 (2 ) 1-SW10B $ 14,078,075.645 (3 ) 1-SW11A $ 13,696,204.749 (2 ) 1-SW11B $ 13,696,204.749 (3 ) 1-SW12A $ 13,324,803.747 (2 ) 1-SW12B $ 13,324,803.747 (3 ) 1-SW13A $ 12,963,583.372 (2 ) 1-SW13B $ 12,963,583.372 (3 ) 1-SW14A $ 12,612,261.690 (2 ) 1-SW14B $ 12,612,261.690 (3 ) 1-SW15A $ 12,270,564.726 (2 ) 1-SW15B $ 12,270,564.726 (3 ) 1-SW16A $ 11,938,226.155 (2 ) 1-SW16B $ 11,938,226.155 (3 ) 1-SW17A $ 11,614,986.977 (2 ) 1-SW17B $ 11,614,986.977 (3 ) 1-SW18A $ 11,300,595.837 (2 ) 1-SW18B $ 11,300,595.837 (3 ) 1-SW19A $ 10,994,807.754 (2 ) 1-SW19B $ 10,994,807.754 (3 ) 1-SW20A $ 10,697,385.391 (2 ) 1-SW20B $ 10,697,385.391 (3 ) 1-SW21A $ 10,408,096.827 (2 ) 1-SW21B $ 10,408,096.827 (3 ) 1-SW22A $ 10,126,718.423 (2 ) 1-SW22B $ 10,126,718.423 (3 ) 1-SW23A $ 9,853,031.002 (2 ) 1-SW23B $ 9,853,031.002 (3 ) 1-SW24A $ 9,586,822.076 (2 ) 1-SW24B $ 9,586,822.076 (3 ) 1-SW25A $ 9,327,885.846 (2 ) 1-SW25B $ 9,327,885.846 (3 ) 1-SW26A $ 9,076,020.976 (2 ) 1-SW26B $ 9,076,020.976 (3 ) 1-SW27A $ 8,831,765.533 (2 ) 1-SW27B $ 8,831,765.533 (3 ) 1-SW28A $ 8,593,609.165 (2 ) 1-SW28B $ 8,593,609.165 (3 ) 1-SW29A $ 8,362,430.815 (2 ) 1-SW29B $ 8,362,430.815 (3 ) 1-SW30A $ 8,137,241.312 (2 ) 1-SW30B $ 8,137,241.312 (3 ) 1-SW31A $ 7,917,818.932 (2 ) 1-SW31B $ 7,917,818.932 (3 ) 1-SW32A $ 7,706,139.781 (2 ) 1-SW32B $ 7,706,139.781 (3 ) 1-SW33A $ 7,500,981.176 (2 ) 1-SW33B $ 7,500,981.176 (3 ) 1-SW34A $ 7,391,353.293 (2 ) 1-SW34B $ 7,391,353.293 (3 ) 1-SW35A $ 11,928,840.366 (2 ) 1-SW35B $ 11,928,840.366 (3 ) 1-SW36A $ 6,929,249.538 (2 ) 1-SW36B $ 6,929,249.538 (3 ) 1-SW37A $ 6,589,945.374 (2 ) 1-SW37B $ 6,589,945.374 (3 ) 1-SW38A $ 6,412,926.935 (2 ) 1-SW38B $ 6,412,926.935 (3 ) 1-SW39A $ 6,241,401.964 (2 ) 1-SW39B $ 6,241,401.964 (3 ) 1-SW40A $ 6,077,855.647 (2 ) 1-SW40B $ 6,077,855.647 (3 ) 1-SW41A $ 5,918,588.399 (2 ) 1-SW41B $ 5,918,588.399 (3 ) 1-SW42A $ 5,760,373.078 (2 ) 1-SW42B $ 5,760,373.078 (3 ) 1-SW43A $ 5,608,897.163 (2 ) 1-SW43B $ 5,608,897.163 (3 ) 1-SW44A $ 5,464,192.193 (2 ) 1-SW44B $ 5,464,192.193 (3 ) 1-SW45A $ 5,326,836.695 (2 ) 1-SW45B $ 5,326,836.695 (3 ) 1-SW46A $ 5,191,099.229 (2 ) 1-SW46B $ 5,191,099.229 (3 ) 1-SW47A $ 21,449,744.647 (2 ) 1-SW47B $ 21,449,744.647 (3 ) 1-SW48A $ 4,451,086.008 (2 ) 1-SW48B $ 4,451,086.008 (3 ) 1-SW49A $ 4,345,602.438 (2 ) 1-SW49B $ 4,345,602.438 (3 ) 1-SW50A $ 4,247,969.773 (2 ) 1-SW50B $ 4,247,969.773 (3 ) 1-SW51A $ 4,182,652.489 (2 ) 1-SW51B $ 4,182,652.489 (3 ) 1-SW52A $ 4,032,329.807 (2 ) 1-SW52B $ 4,032,329.807 (3 ) 1-SW553A $ 3,944,230.431 (2 ) 1-SW53B $ 3,944,230.431 (3 ) 1-SW54A $ 3,875,660.838 (2 ) 1-SW54B $ 3,875,660.838 (3 ) 1-SW55A $ 3,809,788.919 (2 ) 1-SW55B $ 3,809,788.919 (3 ) 1-SW56A $ 4,347,587.783 (2 ) 1-SW56B $ 4,347,587.783 (3 ) 1-SW57A $ 10,461,422.397 (2 ) 1-SW57B $ 10,461,422.397 (3 ) 1-SW58A $ 33,568,962.162 (2 ) 1-SW58B $ 33,568,962.162 (3 ) 1-SW59A $ 75,089,845.192 (2 ) 1-SW59B $ 75,089,845.192 (3 ) 1-SW60A $ 11,456,887.616 (2 ) 1-SW60B $ 11,456,887.616 (3 ) 2-SW-Z $ 54,458,366.455 (4 ) 2-SW2A $ 9,993,381.695 (5 ) 2-SW2B $ 9,993,381.695 (6 ) 2-SW3A $ 9,721,660.061 (5 ) 2-SW3B $ 9,721,660.061 (6 ) 2-SW4A $ 9,457,404.704 (5 ) 2-SW4B $ 9,457,404.704 (6 ) 2-SW5A $ 9,200,408.978 (5 ) 2-SW5B $ 9,200,408.978 (6 ) 2-SW6A $ 8,950,471.498 (5 ) 2-SW6B $ 8,950,471.498 (6 ) 2-SW7A $ 8,707,396.142 (5 ) 2-SW7B $ 8,707,396.142 (6 ) 2-SW8A $ 8,470,993.137 (5 ) 2-SW8B $ 8,470,993.137 (6 ) 2-SW9A $ 8,241,077.246 (5 ) 2-SW9B $ 8,241,077.246 (6 ) 2-SW10A $ 8,017,468.855 (5 ) 2-SW10B $ 8,017,468.855 (6 ) 2-SW11A $ 7,799,993.251 (5 ) 2-SW11B $ 7,799,993.251 (6 ) 2-SW12A $ 7,588,480.253 (5 ) 2-SW12B $ 7,588,480.253 (6 ) 2-SW13A $ 7,382,765.128 (5 ) 2-SW13B $ 7,382,765.128 (6 ) 2-SW14A $ 7,182,687.310 (5 ) 2-SW14B $ 7,182,687.310 (6 ) 2-SW15A $ 6,988,090.774 (5 ) 2-SW15B $ 6,988,090.774 (6 ) 2-SW16A $ 6,798,823.845 (5 ) 2-SW16B $ 6,798,823.845 (6 ) 2-SW17A $ 6,614,739.023 (5 ) 2-SW17B $ 6,614,739.023 (6 ) 2-SW18A $ 6,435,693.163 (5 ) 2-SW18B $ 6,435,693.163 (6 ) 2-SW19A $ 6,261,546.746 (5 ) 2-SW19B $ 6,261,546.746 (6 ) 2-SW20A $ 6,092,164.609 (5 ) 2-SW20B $ 6,092,164.609 (6 ) 2-SW21A $ 5,927,414.673 (5 ) 2-SW21B $ 5,927,414.673 (6 ) 2-SW22A $ 5,767,169.577 (5 ) 2-SW22B $ 5,767,169.577 (6 ) 2-SW23A $ 5,611,304.498 (5 ) 2-SW23B $ 5,611,304.498 (6 ) 2-SW24A $ 5,459,698.424 (5 ) 2-SW24B $ 5,459,698.424 (6 ) 2-SW25A $ 5,312,234.154 (5 ) 2-SW25B $ 5,312,234.154 (6 ) 2-SW26A $ 5,168,797.024 (5 ) 2-SW26B $ 5,168,797.024 (6 ) 2-SW27A $ 5,029,693.467 (5 ) 2-SW27B $ 5,029,693.467 (6 ) 2-SW28A $ 4,894,063.335 (5 ) 2-SW28B $ 4,894,063.335 (6 ) 2-SW29A $ 4,762,407.185 (5 ) 2-SW29B $ 4,762,407.185 (6 ) 2-SW30A $ 4,634,161.688 (5 ) 2-SW30B $ 4,634,161.688 (6 ) 2-SW31A $ 4,509,200.568 (5 ) 2-SW31B $ 4,509,200.568 (6 ) 2-SW32A $ 4,388,649.219 (5 ) 2-SW32B $ 4,388,649.219 (6 ) 2-SW33A $ 4,271,811.324 (5 ) 2-SW33B $ 4,271,811.324 (6 ) 2-SW34A $ 4,209,378.207 (5 ) 2-SW34B $ 4,209,378.207 (6 ) 2-SW35A $ 6,793,478.634 (5 ) 2-SW35B $ 6,793,478.634 (6 ) 2-SW36A $ 3,946,209.962 (5 ) 2-SW36B $ 3,946,209.962 (6 ) 2-SW37A $ 3,752,976.126 (5 ) 2-SW37B $ 3,752,976.126 (6 ) 2-SW38A $ 3,652,164.065 (5 ) 2-SW38B $ 3,652,164.065 (6 ) 2-SW39A $ 3,554,480.536 (5 ) 2-SW39B $ 3,554,480.536 (6 ) 2-SW40A $ 3,461,340.853 (5 ) 2-SW40B $ 3,461,340.853 (6 ) 2-SW41A $ 3,370,638.101 (5 ) 2-SW41B $ 3,370,638.101 (6 ) 2-SW42A $ 3,280,534.422 (5 ) 2-SW42B $ 3,280,534.422 (6 ) 2-SW43A $ 3,194,268.837 (5 ) 2-SW43B $ 3,194,268.837 (6 ) 2-SW44A $ 3,111,859.307 (5 ) 2-SW44B $ 3,111,859.307 (6 ) 2-SW45A $ 3,033,635.305 (5 ) 2-SW45B $ 3,033,635.305 (6 ) 2-SW46A $ 2,956,332.771 (5 ) 2-SW46B $ 2,956,332.771 (6 ) 2-SW47A $ 12,215,636.853 (5 ) 2-SW47B $ 12,215,636.853 (6 ) 2-SW48A $ 2,534,894.992 (5 ) 2-SW48B $ 2,534,894.992 (6 ) 2-SW49A $ 2,474,822.062 (5 ) 2-SW49B $ 2,474,822.062 (6 ) 2-SW50A $ 2,419,220.227 (5 ) 2-SW50B $ 2,419,220.227 (6 ) 2-SW51A $ 2,382,022.011 (5 ) 2-SW51B $ 2,382,022.011 (6 ) 2-SW52A $ 2,296,413.193 (5 ) 2-SW52B $ 2,296,413.193 (6 ) 2-SW553A $ 2,246,240.569 (5 ) 2-SW53B $ 2,246,240.569 (6 ) 2-SW54A $ 2,207,190.162 (5 ) 2-SW54B $ 2,207,190.162 (6 ) 2-SW55A $ 2,169,676.081 (5 ) 2-SW55B $ 2,169,676.081 (6 ) 2-SW56A $ 2,475,952.717 (5 ) 2-SW56B $ 2,475,952.717 (6 ) 2-SW57A $ 5,957,783.603 (5 ) 2-SW57B $ 5,957,783.603 (6 ) 2-SW58A $ 19,117,535.338 (5 ) 2-SW58B $ 19,117,535.338 (6 ) 2-SW59A $ 42,763,692.308 (5 ) 2-SW59B $ 42,763,692.308 (6 ) 2-SW60A $ 6,524,701.384 (5 ) 2-SW60B $ 6,524,701.384 (6 ) SW-R (47 ) (1) $50 N/A LT-RR (1) $50 R7 )