Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor intends to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. The Certificates will consist of sixteen classes of certificates, designated as (i) the Class A1-A Certificates, (ii) the Class A1-B Certificates, (iii) the Class A1-C Certificates, (iv) the Class AM Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates, (vii) the Class M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class M-5 Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7 Certificates, (xii) the Class M-8 Certificates, (xiii) the Class B Certificates, (xiv) the Class C Certificates, (xv) the Class P Certificates and (xvi) the Class R Certificates. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other related assets (other than the Net WAC Shortfall Reserve Fund, any Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Account, the Interest Coverage Account, the Class M Interest Reserve Fund and, for the avoidance of doubt, the Supplemental Interest Trust, the Derivative Account, the Cap Contracts, the Collateral Account and the Interest Rate Swap Agreement) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC I". 1.” The Class R Certificates R-1 Interest will represent ownership of (among other things) be the sole class of "residual interests" Residual Interests in REMIC I 1 for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I 1 Regular Interest is the Rated Final Distribution DateInterests (as defined herein). None of the REMIC I 1 Regular Interests will be certificated. Designation Uncertificated REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance 1 Pass-Through Rate and the initial Initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each (1) 1-1-A Variable(2) $ 1,291,504.09 September 25, 2037 1-1-B Variable(2) $ 1,291,504.09 September 25, 2037 1-2-A Variable(2) $ 2,392,637.16 September 25, 2037 1-2-B Variable(2) $ 2,392,637.16 September 25, 2037 1-3-A Variable(2) $ 3,515,987.98 September 25, 2037 1-3-B Variable(2) $ 3,515,987.98 September 25, 2037 1-4-A Variable(2) $ 4,652,077.16 September 25, 2037 1-4-B Variable(2) $ 4,652,077.16 September 25, 2037 1-5-A Variable(2) $ 5,790,398.31 September 25, 2037 1-5-B Variable(2) $ 5,790,398.31 September 25, 2037 1-6-A Variable(2) $ 6,916,224.67 September 25, 2037 Designation Uncertificated REMIC II Regular Interest is the Rated Final Distribution Date. None of the 1 Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date (1) 1-6-B Variable(2) $ 6,916,224.67 September 25, 2037 1-7-A Variable(2) $ 8,020,326.33 September 25, 2037 1-7-B Variable(2) $ 8,020,326.33 September 25, 2037 1-8-A Variable(2) $ 9,083,173.44 September 25, 2037 1-8-B Variable(2) $ 9,083,173.44 September 25, 2037 1-9-A Variable(2) $ 10,058,672.05 September 25, 2037 1-9-B Variable(2) $ 10,058,672.05 September 25, 2037 1-10-A Variable(2) $ 10,765,542.83 September 25, 2037 1-10-B Variable(2) $ 10,765,542.83 September 25, 2037 1-11-A Variable(2) $ 11,463,933.03 September 25, 2037 1-11-B Variable(2) $ 11,463,933.03 September 25, 2037 1-12-A Variable(2) $ 11,644,488.25 September 25, 2037 1-12-B Variable(2) $ 11,644,488.25 September 25, 2037 1-13-A Variable(2) $ 11,067,336.89 September 25, 2037 1-13-B Variable(2) $ 11,067,336.89 September 25, 2037 1-14-A Variable(2) $ 10,518,483.57 September 25, 2037 1-14-B Variable(2) $ 10,518,483.57 September 25, 2037 1-15-A Variable(2) $ 9,996,426.10 September 25, 2037 1-15-B Variable(2) $ 9,996,426.10 September 25, 2037 1-16-A Variable(2) $ 9,499,998.27 September 25, 2037 1-16-B Variable(2) $ 9,499,998.27 September 25, 2037 1-17-A Variable(2) $ 9,027,876.59 September 25, 2037 1-17-B Variable(2) $ 9,027,876.59 September 25, 2037 1-18-A Variable(2) $ 8,578,837.10 September 25, 2037 1-18-B Variable(2) $ 8,578,837.10 September 25, 2037 1-19-A Variable(2) $ 8,151,847.46 September 25, 2037 1-19-B Variable(2) $ 8,151,847.46 September 25, 2037 1-20-A Variable(2) $ 7,798,892.21 September 25, 2037 1-20-B Variable(2) $ 7,798,892.21 September 25, 2037 1-21-A Variable(2) $ 7,396,029.40 September 25, 2037 1-21-B Variable(2) $ 7,396,029.40 September 25, 2037 1-22-A Variable(2) $ 7,016,763.42 September 25, 2037 1-22-B Variable(2) $ 7,016,763.42 September 25, 2037 1-23-A Variable(2) $ 6,425,008.72 September 25, 2037 1-23-B Variable(2) $ 6,425,008.72 September 25, 2037 1-24-A Variable(2) $ 3,611,587.50 September 25, 2037 1-24-B Variable(2) $ 3,611,587.50 September 25, 2037 1-25-A Variable(2) $ 3,502,440.00 September 25, 2037 1-25-B Variable(2) $ 3,502,440.00 September 25, 2037 1-26-A Variable(2) $ 3,396,127.50 September 25, 2037 1-26-B Variable(2) $ 3,396,127.50 September 25, 2037 1-27-A Variable(2) $ 3,293,460.00 September 25, 2037 1-27-B Variable(2) $ 3,293,460.00 September 25, 2037 Designation Uncertificated REMIC II Regular Interests will be certificated.1 Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date (1) 1-28-A Variable(2) $ 3,193,627.50 September 25, 2037 1-28-B Variable(2) $ 3,193,627.50 September 25, 2037 1-29-A Variable(2) $ 3,096,832.50 September 25, 2037 1-29-B Variable(2) $ 3,096,832.50 September 25, 2037 1-30-A Variable(2) $ 3,003,075.00 September 25, 2037 1-30-B Variable(2) $ 3,003,075.00 September 25, 2037 1-31-A Variable(2) $ 2,911,950.00 September 25, 2037 1-31-B Variable(2) $ 2,911,950.00 September 25, 2037 1-32-A Variable(2) $ 2,823,862.50 September 25, 2037 1-32-B Variable(2) $ 2,823,862.50 September 25, 2037 1-33-A Variable(2) $ 2,738,205.00 September 25, 2037 1-33-B Variable(2) $ 2,738,205.00 September 25, 2037 1-34-A Variable(2) $ 2,654,977.50 September 25, 2037 1-34-B Variable(2) $ 2,654,977.50 September 25, 2037 1-35-A Variable(2) $ 2,574,585.00 September 25, 2037 1-35-B Variable(2) $ 2,574,585.00 September 25, 2037 1-36-A Variable(2) $ 20,079,787.50 September 25, 2037 1-36-B Variable(2) $ 20,079,787.50 September 25, 2037 1-37-A Variable(2) $ 1,882,755.00 September 25, 2037 1-37-B Variable(2) $ 1,882,755.00 September 25, 2037 1-38-A Variable(2) $ 1,825,582.50 September 25, 2037 1-38-B Variable(2) $ 1,825,582.50 September 25, 2037 1-39-A Variable(2) $ 1,770,300.00 September 25, 2037 1-39-B Variable(2) $ 1,770,300.00 September 25, 2037 1-40-A Variable(2) $ 1,716,435.00 September 25, 2037 1-40-B Variable(2) $ 1,716,435.00 September 25, 2037 1-41-A Variable(2) $ 1,664,460.00 September 25, 2037 1-41-B Variable(2) $ 1,664,460.00 September 25, 2037 1-42-A Variable(2) $ 1,613,745.00 September 25, 2037 1-42-B Variable(2) $ 1,613,745.00 September 25, 2037 1-43-A Variable(2) $ 1,564,762.50 September 25, 2037 1-43-B Variable(2) $ 1,564,762.50 September 25, 2037 1-44-A Variable(2) $ 1,517,355.00 September 25, 2037 1-44-B Variable(2) $ 1,517,355.00 September 25, 2037 1-45-A Variable(2) $ 1,471,050.00 September 25, 2037 1-45-B Variable(2) $ 1,471,050.00 September 25, 2037 1-46-A Variable(2) $ 1,426,477.50 September 25, 2037 1-46-B Variable(2) $ 1,426,477.50 September 25, 2037 1-47-A Variable(2) $ 1,383,007.50 September 25, 2037 1-47-B Variable(2) $ 1,383,007.50 September 25, 2037 1-48-A Variable(2) $ 1,341,112.50 September 25, 2037 1-48-B Variable(2) $ 1,341,112.50 September 25, 2037 1-49-A Variable(2) $ 1,300,162.50 September 25, 2037 Designation Uncertificated REMIC 1 Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date (1) 1-49-B Variable(2) $ 1,300,162.50 September 25, 2037 1-50-A Variable(2) $ 1,260,630.00 September 25, 2037 1-50-B Variable(2) $ 1,260,630.00 September 25, 2037 1-51-A Variable(2) $ 1,222,357.50 September 25, 2037 1-51-B Variable(2) $ 1,222,357.50 September 25, 2037 1-52-A Variable(2) $ 1,185,030.00 September 25, 2037 1-52-B Variable(2) $ 1,185,030.00 September 25, 2037 1-53-A Variable(2) $ 1,148,962.50 September 25, 2037 1-53-B Variable(2) $ 1,148,962.50 September 25, 2037 1-54-A Variable(2) $ 1,113,997.50 September 25, 2037 1-54-B Variable(2) $ 1,113,997.50 September 25, 2037 1-55-A Variable(2) $ 1,080,135.00 September 25, 2037 1-55-B Variable(2) $ 1,080,135.00 September 25, 2037 1-56-A Variable(2) $ 1,047,217.50 September 25, 2037 1-56-B Variable(2) $ 1,047,217.50 September 25, 2037 1-57-A Variable(2) $ 1,015,245.00 September 25, 2037 1-57-B Variable(2) $ 1,015,245.00 September 25, 2037 1-58-A Variable(2) $ 984,375.00 September 25, 2037 1-58-B Variable(2) $ 984,375.00 September 25, 2037 1-59-A Variable(2) $ 954,292.50 September 25, 2037 1-59-B Variable(2) $ 954,292.50 September 25, 2037 1-60-A Variable(2) $ 30,051,630.00 September 25, 2037 1-60-B Variable(2) $ 30,051,630.00 September 25, 2037 P Variable(2) $ 100.00 September 25, 2037 OC Variable(2) $ 196,613,419.09 September 25, 2037 ________________________

PRELIMINARY STATEMENT. but not defined in this Preliminary Statement shall have the meanings specified in Article I) The Depositor intends to sell Certificates, pass-through certificates to be issued hereunder in multiple Classes, classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund consisting primarily of the Mortgage Loans. As provided herein, the Trustee will elect to treat that the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC Trust Fund be treated for federal income tax purposespurposes as three separate real estate mortgage investment conduits (each a "REMIC" or, and such segregated pool of assets will be designated as in the alternative, "REMIC I", "REMIC II" and "REMIC III," respectively). The REMIC I Interests constitute "regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) are the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each I. Each REMIC I Regular Interest is relates to a specific Mortgage Loan or Separate Loan Advance or to the Rated Final Distribution DateTransferable Servicing Interest. None of Each corresponding REMIC I Interest (other than the Transferable Servicing Interest) has a Pass-Through Rate equal to the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting Net Mortgage Rate of the REMIC I Regular Interests related Mortgage Loan or Separate Loan Advance, an initial principal amount equal to the Scheduled Principal Amount as a REMIC for federal income tax purposesof the Cut-off Date of the related Mortgage Loan or Separate Loan Advance, and such segregated pool a latest possible maturity date on the Maturity Date of assets will be designated as "REMIC II"the related Mortgage Loan or Separate Loan Advance. The Class R R-I Certificates will represent ownership have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of (among other things) any assets remaining in REMIC I after all classes of REMIC I Interests have been paid in full. The Class A-1-II, Class A-2-II, Class A-3-II, Class A-4-II, Class BII, Class C-II, Class D-II, Class E-II, Class F-1-II, Class F-2-II and Class G-II Interests constitute "regular interests" in REMIC II and the Class R-II Certificates are the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax lawII. The following table sets forth the Class designation, the REMIC II Remittance Rate Pass-Through Rate, initial aggregate Certificate Balance and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Rated Final Distribution Date for each Class of Interests comprising the interests in REMIC II Regular Interest is the II. Pass-Through Initial Aggregate Rated Designation Rate(1) Certificate Balance Final Distribution Date. None of the REMIC Date ----------- ------------ ------------------- ----------------------- Class A-1-II Regular Interests will be certificated.(2) $142,191,000.00 December 15, 2030 Class A-2-II (2) $117,378,000.00 December 15, 2030 Class A-3-II (2) $220,490,334.00 December 15, 2030 Class A-4-II (3) $ 96,908,666.00 December 15, 2030 Class B-II (2) $ 59,394,000.00 December 15, 2030 Class C-II (2) $ 46,666,000.00 December 15, 2030 Class D-II (2) $ 46,667,000.00 December 15, 2030 Class E-II (2) $ 16,969,000.00 December 15, 2030 Class F-1-II (2) $ 10,000,000.00 December 15, 2030 Class F-2-II (2) $ 40,909,000.00 December 15, 2030 Class G-II (2) $ 50,909,929.14 December 15, 2030 Class R-II (4) December 15, 2030 (4)

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Rounding Account and certain other assets the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Uncertificated REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the I Initial Uncertificated Latest DESIGNATION Pass-Through Rate Principal Balance Possible Maturity(1) REMIC I Regular Interests as a Interest U 5.50% $20,000,000.00 June 25, 2033 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the V 5.50% $20,069,748.44 June 25, 2033 REMIC II I Regular Interest W 5.50% $265,601,000.00 June 25, 2033 REMIC I Regular Interest X AdjustableRate(2) $76,822,533.00 June 25, 2033 REMIC I Regular Interest Y Adjustable Rate(2) $27,935,467.00 June 25, 2033 REMIC I Regular Interest Z 0.00% $557,809.93 June 25, 2033 REMIC I IO Regular Interests will be certificated.(2) (3) June 25, 2033 ___________________

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein). On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust to be created hereunderon the related Subsequent Transfer Date. As provided herein, the Trustee will elect make, in accordance with Section 9.12, an election to treat the entire segregated pool of assets consisting described in the definition of the Pooled Mortgage Loans REMIC I (exclusive of certain amounts payable thereon) as defined herein), and certain other assets subject to this Agreement, as a REMIC real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, purposes and such segregated pool of assets will be designated as "“REMIC I". I.” The REMIC I Regular Interests will be the “regular interests” in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "“residual interests" ” in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC II",” and the Trustee will make, in accordance with Section 9.12, a separate REMIC election with respect thereto. The Class R A, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-IO-1 Interest, Class M-IO-2 Interest and Class M-IO-3 Interest (the Class M-IO-1 Interest, Class M-IO-2 Interest and Class M-IO-3 Interest is beneficially owned by the holders of the Class M-IO Certificates), Class B-1, Class B-2 and Class B-3 Certificates (exclusive of any right to receive amounts from the Reserve Fund) will be “regular interests” in REMIC II, and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "“residual interests" in REMIC II ” therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate and I Pass-Through Rate, the initial Uncertificated Principal Balance and, for each purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the REMIC II I Regular Interests. The REMIC I Regular Interests will not be certificated. REMIC I Regular Interest Designation REMIC I Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Date(1) A Variable (2) $ 745,092,400.00 February 25, 2036 M-1 Variable (2) $ 16,120,000.00 February 25, 2036 M-2 Variable (2) $ 9,829,000.00 February 25, 2036 M-3 Variable (2) $ 5,111,000.00 February 25, 2036 B-1 Variable (2) $ 3,538,000.00 February 25, 2036 B-3 Variable (2) $ 4,721,863.93 February 25, 2036 _________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Reserve Fund and certain other assets the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-3A Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the UNCERTIFICATED INITIAL UNCERTIFICATED LATEST -REMIC-I-PASS PRINCIPAL-BALANCE POSSIBLE-MATURITY(1) DESIGNATION THROUGH RATE ----------------------------------------------------------------------------- REMIC I Regular Interests as a Interest 6.50% $ 248,492,451.40 May 25, 2032 U REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the 6.50% $ 26,178,000.00 May 25, 2032 V REMIC II I Regular Interest 6.00% $ 109,820,645.00 May 25, 2032 W REMIC I Regular Interest 8.50% $ 12,500,000.00 May 25, 2032 X REMIC I Regular Interest 8.50% $ 14,955,161.00 May 25, 2032 Y REMIC I Regular Interest 0.00% $ 1,231,617.98 May 25, 2032 Z REMIC I Variable (2) N/A(3) May 25, 2032 IO Regular Interests will be certificated.___________________

PRELIMINARY STATEMENT. The Depositor intends to sell Certificatesmortgage pass-through certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Pooled Trust Mortgage Loans (exclusive of certain amounts payable thereonthe Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R R-I Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for For federal income tax purposes, each REMIC I Regular Interest is will be designated as a separate "regular interest" in REMIC I for purposes of the Rated Final Distribution DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of the Class X Certificates, each Class X Component thereof) will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth forth: (i) the designation, class designation of each Class of Sequential Pay Certificates; (ii) the REMIC II Remittance Rate and the initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC I Principal Balance of each such Corresponding REMIC I Regular Interest. -------------------------------------------------------------------------------- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance -------------------------------------------------------------------------------- Class A-1 $91,545,000 LA-1 $91,545,000 -------------------------------------------------------------------------------- Class A-2 $380,444,000 LA-2 $380,444,000 -------------------------------------------------------------------------------- Class A-3 $134,000,000 LA-3 $134,000,000 -------------------------------------------------------------------------------- Class A-3B $25,000,000 LA-3B $25,000,000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance -------------------------------------------------------------------------------- Class A-SB $113,900,000 LA-SB $113,900,000 -------------------------------------------------------------------------------- Class A-4 $753,353,000 LA-4 $753,353,000 -------------------------------------------------------------------------------- Class A-1A $244,645,000 LA-1A $244,645,000 -------------------------------------------------------------------------------- Class AM $248,983,000 ▇▇▇ $248,983,000 -------------------------------------------------------------------------------- Class AJ $217,861,000 LAJ $217,861,000 -------------------------------------------------------------------------------- Class B $56,022,000 LB $56,022,000 -------------------------------------------------------------------------------- Class C $28,010,000 LC $28,010,000 -------------------------------------------------------------------------------- Class D $31,123,000 LD $31,123,000 -------------------------------------------------------------------------------- Class E $18,674,000 LE $18,674,000 -------------------------------------------------------------------------------- Class F $28,011,000 LF $28,011,000 -------------------------------------------------------------------------------- Class G $21,786,000 LG $21,786,000 -------------------------------------------------------------------------------- Class H $24,898,000 LH $24,898,000 -------------------------------------------------------------------------------- Class J $6,225,000 LJ $6,225,000 -------------------------------------------------------------------------------- Class K $9,337,000 LK $9,337,000 -------------------------------------------------------------------------------- Class L $6,224,000 LL $6,224,000 -------------------------------------------------------------------------------- Class M $6,225,000 LM $6,225,000 -------------------------------------------------------------------------------- Class N $6,225,000 LN $6,225,000 -------------------------------------------------------------------------------- Class P $6,224,000 LP $6,224,000 -------------------------------------------------------------------------------- Class Q $31,123,694 LQ $31,123,694 -------------------------------------------------------------------------------- There exist five (5) A-Note Trust Mortgage Loans, each of which is part of a group of loans comprised of that A-Note Trust Mortgage Loan and another mortgage loan, namely the related B-Note Non-Trust Loan, that are both secured by the same Mortgage encumbering the related Mortgaged Property. Each A-Note Trust Mortgage Loan and the related B-Note Non-Trust Loan collectively constitute a Loan Combination. The relative rights of the REMIC II Regular Interestsholder of an A-Note Trust Mortgage Loan and the holder of the related B-Note Non-Trust Loan are set forth in the related Loan Combination Intercreditor Agreement. As and to the extent provided in the related Loan Combination Intercreditor Agreement, each B-Note Non-Trust Loan is subordinate in right of payment and in other respects to the related A-Note Trust Mortgage Loan. As and to the extent provided herein, the Non-Trust Loans, although not part of the Trust Fund, will be serviced and administered in accordance with this Agreement by the applicable Master Servicer and by the Special Servicer. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None portion of the REMIC II Regular Interests Trust Fund consisting of (i) the Additional Interest and the Additional Interest Account and (ii) amounts held from time to time in the Collection Accounts and/or the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be certificated.designated as "Grantor Trust Z". In addition, the portions of the Trust Fund consisting of (i) the Excess Servicing Strip and (ii) amounts held from time to time in the Collection Accounts that represent the Excess Servicing Strip shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust E". As provided herein, the Trustee shall take all actions reasonably necessary to ensure that each of the respective portions of the Trust Fund consisting of Grantor Trust Z and Grantor Trust E maintains its status as a "grantor trust" under federal income tax law and is not treated as part of REMIC I or REMIC II. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicers, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian agree as follows:

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Reserve Fund and certain other assets the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the UNCERTIFICATED INITIAL UNCERTIFICATED LATEST -REMIC-I-PASS---------PRINCIPAL-BALANCE------POSSIBLE-MATURITY(1) DESIGNATION THROUGH RATE REMIC I Regular Interests as a Interest 6.50% $ 161,393,431.00 December 26, 2031 N REMIC for federal income tax purposesI Regular Interest 7.038% $ 45,754,000.00 December 26, and such segregated pool of assets will be designated as "2031 O REMIC II". The Class R Certificates will represent ownership of I Regular Interest 10.286% $ 8,000,000.00 December 26, 2031 P REMIC I Regular Interest 6.50% $ 181,082,000.00 December 26, 2031 Q REMIC I Regular Interest 6.50% $ 1,522,000.00 December 26, 2031 S REMIC I Regular Interest 6.50% $ 20,000,000.00 December 26, 2031 T REMIC I Regular Interest 6.50% $ 1,627,000.00 December 26, 2031 V REMIC I Regular Interest 6.00% $ 50,000,000.00 December 26, 2031 W REMIC I Regular Interest 7.960% $ 27,606,000.00 December 26, 2031 X REMIC I Regular Interest 5.50% $ 70,159,000.00 December 26, 2031 Y REMIC I Regular Interest 0.00% $ 4,074,588.35 December 26, 2031 Z REMIC I Variable (among other things2) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designationN/A(3) December 26, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II 2031 IO Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. The Certificates will consist of eighteen Classes of Certificates, designated as (i) the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, (ii) the Class M-1 Certificates, Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates and the Class M-6 Certificates, (iii) the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3 Certificates and the Class B-4 Certificates, (iv) the Class CE-1 Certificates, the Class CE-2 Certificates (v) the Class P Certificates and (vi) the Class R Certificates and the Class R-X Certificates. As provided herein, the Trustee will elect make an election to treat the segregated pool of assets consisting of the Pooled Mortgage Loans and certain other related assets subject to this Agreement (exclusive of certain amounts payable thereonthe Net WAC Rate Carryover Reserve Account, the Swap Account, the Supplemental Interest Trust and the Interest Rate Swap Agreement) and certain other assets as a REMIC real estate investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC I". 1.” The Class R Certificates R-1 Interest will represent ownership of (among other things) the sole class of "“residual interests" ” in REMIC I 1 for purposes of the REMIC Provisions under federal income tax lawProvisions. The Latest Possible Maturity Date following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I 1 Regular Interest is the Rated Final Distribution DateInterests. None of the REMIC I 1 Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other thingsVariable(2) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.$ 376,834,526.07 February 2047 P Variable(2) $ 100.00 February 2047 ________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the UNCERTIFICATED INITIAL UNCERTIFICATED LATEST -REMIC-I-PASS---------PRINCIPAL-BALANCE------POSSIBLE-MATURITY(1) DESIGNATION THROUGH RATE --------------------------------------------------------------------------------------------- REMIC I Regular Interests as a Interest 8.00% $ 53,133,000.00 August 25, 2032 U REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the 6.00% $ 159,400,000.00 August 25, 2032 V REMIC II I Regular Interest 6.50% $ 109,076,811.92 August 25, 2032 W REMIC I Regular Interest 6.50% $ 18,262,000.00 August 25, 2032 X REMIC I Regular Interest 6.50% $ 19,924,000.00 August 25, 2032 Y REMIC I Regular Interest 0.00% $ 1,764,842.21 August 25, 2032 Z REMIC I Variable (2) N/A(3) August 25, 2032 IO Regular Interests will be certificated.-------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee will elect make, in accordance with Section 10.01, an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets Loans), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and the Trustee will make, in accordance with Section 10.01, a separate REMIC election with respect thereto. The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-X, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Latest Possible Maturity Date following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Balance and, solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interest is the Rated Final Distribution DateInterests. None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC II -------- As provided hereinI Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date(1) ----------- ----------------- ----------------- ---------------- Uncertificated REMIC I 9.00% $76,800,000.00 October 25, the Trustee will elect to treat the segregated pool of assets consisting of the 2030 Regular Interest N Uncertificated REMIC I 9.00% $50,000,000.00 October 25, 2030 Regular Interest O Uncertificated REMIC I 9.00% $120,000,000.00 October 25, 2030 Regular Interest P Uncertificated REMIC I 9.00% $7,400,000.00 October 25, 2030 Regular Interest Q Uncertificated REMIC I 9.00% $11,291,000.00 October 25, 2030 Regular Interest S Uncertificated REMIC I 9.00% $54,750,000.00 October 25, 2030 Regular Interest T Uncertificated REMIC I 9.00% $1,000,000.00 October 25, 2030 Regular Interest U Uncertificated REMIC I 9.00% $11,543,000.00 October 25, 2030 Regular Interest V Uncertificated REMIC I 9.00% $5,950,000.00 October 25, 2030 Regular Interest W REMIC I Regular Interests as a Interest X 9.00% $8,751,841.68 October 25, 2030 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the Y 0.00% $2,442,472.00 October 25, 2030 REMIC II I IO Regular Interests will be certificated.Interest (2) (3) October 25, 2030 -----------------------------

PRELIMINARY STATEMENT. The Depositor intends to sell In exchange for the Certificates, the Depositor hereby conveys the Trust Estate to the Trustee to create the Trust. The Trust Estate for federal income tax purposes will be issued hereunder in multiple Classestreated as three separate real estate mortgage investment conduits (the "Upper-Tier REMIC," "Middle-Tier REMIC" and "Lower-Tier REMIC," respectively, which and each, a "REMIC"). The Certificates (other than the Class SES, Class 1-A-R, Class 1-A-MR and Class 1-A-LR Certificates) are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the aggregate Upper-Tier REMIC. The Class 1-SES Component, Class 2-SES Component, Class 3-SES Component and Class 4-SES Component (collectively, the "Components") shall also constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated Middle-Tier Interests shall constitute the "regular interests" in the Middle-Tier REMIC. The Uncertificated Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier REMIC. The Class 1-A-R Certificate shall be the "residual interest" in the Upper-Tier REMIC, the Class 1-A-MR Certificate shall be the "residual interest" in the Middle-Tier REMIC and the Class 1-A-LR Certificate shall be the "residual interest" in the Lower-Tier REMIC. The Certificates, the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier Interests will evidence represent the entire beneficial ownership interest in the Trust to be created hereunderTrust. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC The "latest possible maturity date" for federal income tax purposes, and such segregated pool purposes of assets all interests created hereby will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Certificate Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth characteristics of the designation, the REMIC II Remittance Rate Certificates and the initial Uncertificated Principal Balance for Components, together with the minimum denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable (except that one Certificate of each Class of Certificates may be issued in any amount in excess of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.minimum denomination):

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classeseleven classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund (as defined herein), consisting primarily of the Mortgage Loans, the Pre-Funding Accounts and the Interest Coverage Accounts (each, as defined herein). As provided herein, the Trustee will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein) and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereonbut excluding the PreFunding Accounts, the Interest Coverage Accounts and payments received by the Class A-1 Certificateholders with respect to the Group I Class A Available Funds Cap Carry-Forward Amount) and certain other assets as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests (as defined herein) will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4, Class A-5, Class A-6 and Class II S Certificates and the Class ▇-▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇ and E will be "regular interests" in REMIC II, and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table sets forth the designation, type, aggregate Original Certificate Principal Balance (as defined herein), maturity date, initial ratings and certain features for each Class of Certificates comprising the REMIC interests in the Trust Fund created hereunder. Aggregate Original Initial Certificate Principal Maturity Ratings Designation Type Balance Features Date S&P DCR ▇▇▇▇▇'▇ ----------- ---- ---------------------- -------- -------- --- --- ------- Class A-1 Senior $211,250,000.00 Senior March 25, 2027 AAA AAA Aaa Class A-2 Senior $ 46,000,000.00 Senior March 25, 2027 AAA AAA Aaa Class A-3 Senior $ 29,000,000.00 Senior March 25, 2027 AAA AAA Aaa Class A-4 Senior $ 11,000,000.00 Senior March 25, 2027 AAA AAA Aaa Class A-5 Senior $ 16,000,000.00 Senior March 25, 2027 AAA AAA Aaa Class A-6 Senior $ 11,750,000.00 Senior March 25, 2027 AAA AAA Aaa Class A-7 Senior Notional Amount Senior/Interest March 25, 2027 AAAr AAA Aaa Only Class II Remittance Rate S Subordinate $ 0.00 Subordinate March 25, 2027 N/R N/R N/R Class R Subordinate N/A Residual N/A N/R N/R N/R The Group I Loans (as defined herein) have an aggregate Principal Balance (as defined herein) as of the Cut-off Date equal to $166,051,339.09. The Group II Loans (as defined herein) have an aggregate Principal Balance as of the Cut-off Date equal to $90,156,951.44. The amount deposited by the Company in the Pre-Funding Account on the Closing Date is $45,198,661 for Loan Group I and $23,593,049 for Loan Group II. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Trustee agree as follows:

PRELIMINARY STATEMENT. Through this Agreement, the Depositor intends to cause the issuance and sale of the HarborView Mortgage Loan Trust 2003-1 Mortgage Loan Pass-Through Certificates, Series 2003-1 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). The Depositor intends to sell Certificates, the Certificates to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. As provided hereinThe Certificates will consist of nine classes of certificates, designated as (i) the Trustee will elect to treat Class A Certificates, (ii) the segregated pool of assets consisting of Class A-R Certificate, (iii) the Pooled Mortgage Loans Class B-1 Certificates, (exclusive of certain amounts payable thereoniv) the Class B-2 Certificates, (v) the Class B-3 Certificates, (vi) the Class B-4 Certificates, (vii) the Class B-5 Certificates, (viii) the Class B-6 Certificates and certain other assets as a REMIC for (ix) the Class P Certificate. For federal income tax purposes, and such segregated pool of assets will the Trustee shall elect that the Trust Fund, other than the Class P Distributable Amount, be designated treated as "REMIC I"a REMIC. The Each Certificate, other than a Class P or Class A-R Certificates will represent Certificate, represents ownership of (among other things) a regular interest in the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"Provisions. The Class R Certificates P Certificate will represent an interest in the Trust Fund but is not an interest in the REMIC created hereunder. The Class A-R Certificate represents ownership of (among other things) the sole class of "residual interests" interest in the REMIC II created hereunder for purposes of the REMIC Provisions under federal income tax lawProvisions. For purposes of the REMIC Provisions, the startup day is the Closing Date. All REMIC regular and residual interests created hereby will be retired on or before the Latest Possible Maturity Date. The following table sets forth (or describes) the Class designation, the REMIC II Remittance Pass-Through Rate and the initial Uncertificated Original Class Certificate Principal Balance for each Class of Certificates (each of which, except for the Class A-R Certificate and the Class P Certificate, is hereby designated a REMIC regular interest for purposes of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is Provisions) comprising the Rated Final Distribution Date. None of interests in the REMIC II Regular Interests will be certificated.Trust Fund created hereunder: Class A $297,909,000.00 (1) Class A-R $100.00 (1) Class B-1 $4,613,000.00 (1) Class B-2 $1,999,000.00 (1) Class B-3 $1,230,000.00 (1) Class B-4 $615,000.00 (1) Class B-5 $615,000.00 (1) Class B-6 $617,654.00 (1) Class P (2) (2)

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of Trust Fund, and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Initial Monthly Payment Fund and certain other assets the Yield Maintenance Agreement and any payments thereunder), as a REMIC real estate mortgage investment conduit (the "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC Regular I Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17 Certificates, Class A-18 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated REMIC II Regular Interests Z will be "regular interests" in REMIC II and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC I Regular Interests Z. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table sets forth the designation, the REMIC II Remittance Rate type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and the initial Uncertificated Principal Balance certain features for each Class of Certificates comprising the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is interests in the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificatedTrust Fund created hereunder.

PRELIMINARY STATEMENT. It is the intention of the parties hereto to establish a trust pursuant to this Agreement. LaSalle Bank National Association is hereby appointed and does hereby agree to act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer. The Depositor intends to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder. As provided herein, the Trustee will elect to treat that the segregated pool of assets consisting Trust Fund, exclusive of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) Expense Reserve Fund and certain other assets as a REMIC the Net Proceeds Account, be treated for federal income tax purposes, and such segregated pool of assets will be designated purposes as two separate real estate mortgage investment conduits ("REMIC I" and "REMIC II," respectively). The Class R ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4, Class X, Class B, Class C, Class D, Class E, and Class F Certificates will represent ownership of (among other things) constitute "regular interests" in REMIC II, and the Class R-II Certificates constitute the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interestsinterest" in REMIC II for purposes of the REMIC Provisions. The Class ▇▇-▇, ▇▇▇▇▇ ▇▇-▇, Class LA-3, Class LA-4, Class LB, Class LC, Class LD, Class LE and Class LF Uncertificated Interests constitute "regular interests" in REMIC I and the Class R-I Certificates constitute the sole class of "residual interest" in REMIC I created hereunder for purposes of the REMIC Provisions. The parties intend that the portion of the Trust Fund constituting the Expense Reserve Fund be treated as an "outside reserve fund" beneficially owned by Capital Lease Funding, L.P. within the meaning of the REMIC Provisions under federal income tax lawand that the portion of the Trust Fund constituting the Net Proceeds Account be treated as an "outside reserve fund" beneficially owned by the Certificate Insurer within the meaning of the REMIC Provisions. The following table sets forth the designation, the REMIC II Remittance Rate Pass-Through Rate, and the initial Uncertificated Initial Class Principal Balance for each of the Classes of REMIC II Regular InterestsCertificates. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Initial Class Designation Pass-Through Rate Principal Balance ----------- ----------------- ----------------- Class A-1 6.730% per annum(1) $ 29,132,000 Class A-2 7.000% per annum(1) $ 25,481,000 Class A-3 7.000% per annum(1) $ 110,676,000 Class A-4 7.000% per annum(1) $ 154,811,000 Class X 0.1290% per annum(2) $ 320,100,000(3) Class B 7.1044% per annum(4) $ 16,292,000 Class C 7.1044% per annum(4) $ 15,334,000 Class D 7.1044% per annum(4) $ 24,918,000 Class E 7.1044% per annum(4) $ 3,834,000 Class F 7.1044% per annum(4) $ 2,874,923

PRELIMINARY STATEMENT. The Depositor intends to sell In exchange for the Certificates, the Depositor hereby conveys the Trust Estate to the Trustee to create the Trust. The Trust Estate for federal income tax purposes will be issued hereunder in multiple Classestreated as two separate real estate mortgage investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively, which and each, a "REMIC"). The Class A Certificates (other than the Class 1-A-R, Class 1-A-LR and Class A-PO Certificates) and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the aggregate Upper-Tier REMIC. The Class 1-A-PO Component, Class 2-A-PO Component, Class 1-A-SES Component and Class 2-A-SES Component (collectively, the "Components") shall also constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier REMIC. The Class 1-A-R Certificate shall be the "residual interest" in the Upper-Tier REMIC and the Class 1-A-LR Certificate shall be the "residual interest" in the Lower-Tier REMIC. The Certificates will evidence represent the entire beneficial ownership interest in the Trust to be created hereunderTrust. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC The "latest possible maturity date" for federal income tax purposes, and such segregated pool purposes of assets all interests created hereby will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Certificate Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth characteristics of the designation, the REMIC II Remittance Rate Certificates and the initial Uncertificated Principal Balance for Components, together with the minimum denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable (except that one Certificate of each Class of Certificates may be issued in any amount in excess of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None minimum denomination): ======================== ==================== ================ ==================== ==================== Initial Class Integral Multiples Certificate Balance Pass-Through Minimum in Excess Classes or Notional Amount Rate Denomination of the REMIC II Regular Interests will be certificated.Minimum ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-1 $83,018,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-2 $6,842,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-3 $5,537,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-4 $15,974,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-5 $6,000,000.00 6.000% $1,000 $1,000 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-6 $1,121,916.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-7 $4,218,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-8 $2,862,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-9 $3,013,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-10 $1,657,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-11 $755,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-12 $958,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-13 $2,000,000.00 6.000% $1,000 $1,000 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-14 $4,000,000.00 6.000% $1,000 $1,000 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-15 $6,000,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-16 $6,000,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-17 $30,803,909.00 (1) $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-18 $30,803,909.00 (2) $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-19 $15,000,000.00 5.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-20 $5,406,000.00 4.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-21 $50,000,000.00 4.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-22 $12,353,000.00 5.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-23 $550,000.00 5.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-24 $797,000.00 5.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-25 $2,309,091.00 5.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-26 $15,000,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-27 $53,278,000.00 3.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-28 $40,000,000.00 2.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-29 $8,636,000.00 4.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-30 $1,543,074.00 4.750% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-31 $11,356,926.00 5.250% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-32 $75,000,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-33 $15,817,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-34 $250,000.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-35 $58,455,756.00 6.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-R $50.00 6.000% $50 N/A ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-LR $50.00 6.000% $50 N/A ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-WIO $472,546,188.00 (3) $10,000,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-1 $82,608,286.00 5.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-2 $31,410,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-3 $15,000,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-4 $3,878,000.00 5.500% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-5 $14,009,714.00 (4) $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-6 $14,009,714.00 (5) $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-7 $1,450,000.00 5.000% $1,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-WIO $148,975,476.00 (6) $10,000,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-B-1 $6,256,000.00 6.000% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-B-2 $3,003,000.00 6.000% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-B-3 $1,501,000.00 6.000% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-B-4 $1,001,000.00 6.000% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-B-5 $751,000.00 6.000% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-B-6 $750,984.00 6.000% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-B-1 $1,052,000.00 5.500% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-B-2 $301,000.00 5.500% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-B-3 $225,000.00 5.500% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-B-4 $75,000.00 5.500% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-B-5 $75,000.00 5.500% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-B-6 $150,939.00 5.500% $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class A-PO (7) (8) $25,000 $1 ------------------------ -------------------- ---------------- -------------------- -------------------- Class SES (9) (9) $25,000 $1 ======================== ==================== ================ ==================== ==================== Initial Component Integral Multiples Balance or Component Pass-Through Minimum In Excess Components Notional Amount Rate Denomination Of Minimum ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-A-PO $287,948.00 (8) N/A N/A ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-A-PO $687.00 (8) N/A N/A ------------------------ -------------------- ---------------- -------------------- -------------------- Class 1-SES $500,485,032.57 0.200% N/A N/A ------------------------ -------------------- ---------------- -------------------- -------------------- Class 2-SES $150,235,626.53 0.200% N/A N/A ======================== ==================== ================ ==================== ====================

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. The Certificates will consist of eighteen classes of certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class II-A-1 Certificates, (iii) the Class III-A-1 Certificates, (iv) the Class III-A-2 Certificates, (v) the Class III-A-3 Certificates, (vi) the Class M-1 Certificates, (vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8 Certificates, (xiv) the Class M-9 Certificates, (xv) the Class C Certificates, (xvi) the Class P Certificates, (xvii) the Class R Certificates and (xviii) the Class R-X Certificates. As provided herein, the Trustee will shall elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans and certain other related assets subject to this Agreement (exclusive of certain amounts payable thereonthe Net WAC Rate Carryover Reserve Account, any Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental Interest Trust and the Interest Rate Swap Agreement) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will shall be designated as "“REMIC I". 1.” The Class R Certificates will R-1 Interest shall represent ownership of (among other things) the sole class of "“residual interests" ” in REMIC I 1 for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided (as defined herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law). The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II 1 Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution DateInterests (as defined herein). None of the REMIC II 1 Regular Interests will shall be certificated.. Designation Uncertificated REMIC 1 Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date(1) I Variable(2) $ 30,972,781.64 March 25, 2037 I-1-B Variable(2) $ 1,763,627.50 March 25, 2037 I-2-B Variable(2) $ 4,077,756.25 March 25, 2037 I-3-B Variable(2) $ 5,166,618.75 March 25, 2037 I-4-B Variable(2) $ 6,251,531.25 March 25, 2037 I-6-B Variable(2) $ 8,379,368.75 March 25, 2037 I-7-A Variable(2) $ 9,407,707.50 March 25, 2037 I-7-B Variable(2) $ 9,407,707.50 March 25, 2037 I-8-B Variable(2) $ 10,402,878.75 March 25, 2037 I-10-B Variable(2) $ 12,208,612.50 March 25, 2037 I-11-A Variable(2) $ 12,174,213.75 March 25, 2037 I-11-B Variable(2) $ 12,174,213.75 March 25, 2037 I-12-B Variable(2) $ 11,816,630.00 March 25, 2037 I-13-B Variable(2) $ 11,469,546.25 March 25, 2037 I-14-A Variable(2) $ 11,132,648.75 March 25, 2037 I-14-B Variable(2) $ 11,132,648.75 March 25, 2037 I-16-B Variable(2) $ 10,503,636.25 March 25, 2037 I-18-B Variable(2) $ 9,916,742.50 March 25, 2037 I-19-B Variable(2) $ 9,628,268.75 March 25, 2037 I-20-B Variable(2) $ 9,345,112.50 March 25, 2037 I-21-B Variable(2) $ 9,110,521.25 March 25, 2037 I-23-B Variable(2) $ 20,057,117.50 March 25, 2037 I-24-B Variable(2) $ 18,574,012.50 March 25, 2037 I-25-B Variable(2) $ 17,185,571.25 March 25, 2037 I-26-A Variable(2) $ 10,130,828.75 March 25, 2037 I-27-A Variable(2) $ 7,468,213.75 March 25, 2037 I-27-B Variable(2) $ 7,468,213.75 March 25, 2037 I-29-B Variable(2) $ 6,953,491.25 March 25, 2037 I-30-A Variable(2) $ 6,709,785.00 March 25, 2037 I-30-B Variable(2) $ 6,709,785.00 March 25, 2037 I-32-B Variable(2) $ 6,247,792.50 March 25, 2037 I-33-B Variable(2) $ 6,028,926.25 March 25, 2037 I-34-A Variable(2) $ 5,817,643.75 March 25, 2037 I-34-B Variable(2) $ 5,817,643.75 March 25, 2037 I-35-B Variable(2) $ 5,613,227.50 March 25, 2037 I-36-B Variable(2) $ 5,416,421.25 March 25, 2037 I-37-B Variable(2) $ 4,126,081.25 March 25, 2037 I-38-A Variable(2) $ 4,584,952.50 March 25, 2037 I-38-B Variable(2) $ 4,584,952.50 March 25, 2037 I-39-B Variable(2) $ 4,424,483.75 March 25, 2037 I-40-B Variable(2) $ 4,269,643.75 March 25, 2037 I-41-A Variable(2) $ 4,120,245.00 March 25, 2037 I-41-B Variable(2) $ 4,120,245.00 March 25, 2037 I-42-A Variable(2) $ 3,976,098.75 March 25, 2037 I-42-B Variable(2) $ 3,976,098.75 March 25, 2037 I-43-A Variable(2) $ 3,837,017.50 March 25, 2037 I-43-B Variable(2) $ 3,837,017.50 March 25, 2037 I-44-A Variable(2) $ 3,702,816.25 March 25, 2037 I-44-B Variable(2) $ 3,702,816.25 March 25, 2037 I-45-A Variable(2) $ 3,573,330.00 March 25, 2037 I-45-B Variable(2) $ 3,573,330.00 March 25, 2037 I-47-A Variable(2) $ 3,327,831.25 March 25, 2037 I-47-B Variable(2) $ 3,327,831.25 March 25, 2037 I-48-A Variable(2) $ 3,211,510.00 March 25, 2037 I-48-B Variable(2) $ 3,211,510.00 March 25, 2037 I-49-A Variable(2) $ 3,099,268.75 March 25, 2037 I-49-B Variable(2) $ 3,099,268.75 March 25, 2037 I-50-A Variable(2) $ 2,990,968.75 March 25, 2037 I-50-B Variable(2) $ 2,990,968.75 March 25, 2037 I-51-B Variable(2) $ 2,886,467.50 March 25, 2037 I-52-A Variable(2) $ 2,785,677.50 March 25, 2037 I-52-B Variable(2) $ 2,785,677.50 March 25, 2037 I-53-B Variable(2) $ 2,688,380.00 March 25, 2037 I-54-B Variable(2) $ 2,594,495.00 March 25, 2037 I-55-A Variable(2) $ 2,503,937.50 March 25, 2037 I-55-B Variable(2) $ 2,503,937.50 March 25, 2037 I-56-B Variable(2) $ 2,416,542.50 March 25, 2037 I-57-A Variable(2) $ 2,332,235.00 March 25, 2037 I-57-B Variable(2) $ 2,332,235.00 March 25, 2037 I-58-A Variable(2) $ 2,254,488.75 March 25, 2037 I-58-B Variable(2) $ 2,254,488.75 March 25, 2037 I-60-B Variable(2) $ 2,100,285.00 March 25, 2037 I-61-A Variable(2) $ 2,026,921.25 March 25, 2037 I-61-B Variable(2) $ 2,026,921.25 March 25, 2037 I-62-A Variable(2) $ 1,956,132.50 March 25, 2037 I-62-B Variable(2) $ 1,956,132.50 March 25, 2037 I-63-B Variable(2) $ 1,887,825.00 March 25, 2037 I-64-B Variable(2) $ 1,821,783.75 March 25, 2037 I-65-B Variable(2) $ 1,758,126.25 March 25, 2037 I-66-A Variable(2) $ 1,696,772.50 March 25, 2037 I-66-B Variable(2) $ 1,696,772.50 March 25, 2037 I-67-B Variable(2) $ 1,637,571.25 March 25, 2037 I-68-A Variable(2) $ 45,673,872.50 March 25, 2037 I-68-B Variable(2) $ 45,673,872.50 March 25, 2037 ___________________

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. As provided hereinThe Certificates will consist of eleven classes of certificates, designated as (i) the Trustee will elect to treat Class A-1 Certificates, (ii) the segregated pool of assets consisting of Class A-2 Certificates, (iii) the Pooled Mortgage Loans Class A-3 Certificates, (exclusive of certain amounts payable thereoniv) the Class A-4 Certificates, (v) the Class A-R Certificate, (vi) the Class B-1 Certificates, (vii) the Class B-2 Certificates, (viii) the Class B-3 Certificates, (ix) the Class B-4 Certificates, (x) the Class B-5 Certificates and certain other assets as a REMIC for (xi) the Class B-6 Certificates. For federal income tax purposes, the Trust Fund (exclusive of the Additional Collateral) is comprised of two REMICs in a tiered REMIC structure – the lower tier REMIC (the “Lower Tier REMIC”) and such segregated pool the upper tier REMIC (the “Upper Tier REMIC”). The Lower Tier REMIC will hold as its assets all of the assets constituting the Trust Fund (exclusive of the Additional Collateral) and will issue interests (the “Lower Tier Regular Interests”) (which will be designated as "REMIC I". The Class R Certificates uncertificated and will represent ownership of the regular interests in the Lower Tier REMIC) and a residual interest (among other thingsthe “Class LT-R Interest”) which will also be uncertificated and which will represent the sole class of "residual interest in the Lower Tier REMIC. The Trustee will hold the Lower Tier Regular Interests as assets of the Upper Tier REMIC. The Certificates, other than the Class A-R Certificate, will represent “regular interests" ” in the Upper Tier REMIC, and the Class A-R Certificate, which will represent the sole class of “residual interest” in the Upper Tier REMIC I for as well as ownership of the Class LT-R Interest. For purposes of the REMIC Provisions under federal income tax lawProvisions, the startup day is the Closing Date. The All REMIC regular and residual interests created hereby will be retired on or before the Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth irrevocably specifies the Class designation, the REMIC II Remittance Rate interest rate, principal amount and Corresponding Classes of Certificates for each class of Lower Tier Regular Interests and the initial Uncertificated Principal Balance Class designation and Corresponding Class of Certificates for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Class LT-R Interest: LTA-1 (1) $ 2,417,301.98 Classes A-1 & A-R Group 1 LTA-2 (2) $ 730,126.94 Class A-2 Group 2 LTA-3 (3) $ 1,901,804.51 Class A-3 Group 3 LTA-4 (4) $ 145,254.88 Class A-4 Group 4 LT-SC-4 (5) $ 4,364.88 Classes B-1 – B-6 Group 4 LT-Q (5) $ 514,098,496.03 N/A N/A Class LT-R (6) N/A Class A-R N/A __________________

PRELIMINARY STATEMENT. The Depositor intends to sell Certificatesmortgage pass-through certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Pooled Trust Mortgage Loans (exclusive of certain amounts payable thereonthe Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R R-I Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for For federal income tax purposes, each REMIC I Regular Interest is will be designated as a separate "regular interest" in REMIC I for purposes of the Rated Final Distribution DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (exclusive of the Class XC and Class XP Certificates), each Component of the Class XP Certificates and each Component of the Class XC Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth: (i) the class designation of each Class of Regular Certificates; (ii) the Original Class Principal Balance or Original Class Notional Amount for each Class of Regular Certificates; (iii) the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest") for each Class of Regular Certificates (exclusive of the Class XP and Class XC Certificates); and (iv) the initial REMIC I Principal Balance or REMIC I Notional Amount, as applicable, of each such Corresponding REMIC I Regular Interest. Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest(s) Principal Balance ------------ ------------------ ------------------ -------------------- Class A-1 $ 66,580,000 LA-1-1 $ 3,921,000 LA-1-2 $ 3,833,000 LA-1-3 $ 48,308,000 LA-1-4 $ 10,518,000 Class A-2 $ 163,000,000 LA-2-1 $ 36,558,000 LA-2-2 $ 47,201,000 Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance ------------ ------------------ ------------------ -------------------- LA-2-3 $ 45,921,000 LA-2-4 $ 33,320,000 Class A-3 $ 34,000,000 LA-3-1 $ 13,140,000 LA-3-2 $ 20,860,000 Class A-SB $ 118,000,000 LA-SB-1 $ 23,822,000 LA-SB-2 $ 94,178,000 Class A-4 $ 971,780,000 LA-4-1 $ 71,313,000 LA-4-2 $ 57,177,000 LA-4-3 $ 40,374,000 LA-4-4 $ 38,815,000 LA-4-5 $ 38,171,000 LA-4-6 $ 79,908,000 LA-4-7 $ 35,232,000 LA-4-8 $ 33,623,000 LA-4-9 $ 577,167,000 Class A-1A $ 344,155,000 LA-1A-1 $ 491,000 LA-1A-2 $ 522,000 LA-1A-3 $ 7,920,000 LA-1A-4 $ 7,718,000 LA-1A-5 $ 7,771,000 LA-1A-6 $ 7,475,000 LA-1A-7 $ 7,608,000 LA-1A-8 $ 7,325,000 LA-1A-9 $ 7,283,000 LA-1A-10 $ 25,341,000 LA-1A-11 $ 6,548,000 LA-1A-12 $ 6,291,000 LA-1A-13 $ 6,210,000 LA-1A-14 $ 5,937,000 LA-1A-15 $ 5,861,000 LA-1A-16 $ 5,606,000 LA-1A-17 $ 228,248,000 Class AM $ 242,502,000 ▇▇▇ $ 242,502,000 Class AJ $ 190,971,000 LAJ $ 190,971,000 Class B $ 48,500,000 LB $ 48,500,000 Class C $ 18,188,000 LC-1 $ 2,577,000 LC-2 $ 12,577,000 LC-3 $ 3,034,000 Class D $ 48,500,000 LD-1 $ 9,848,000 LD-2 $ 14,365,000 LD-3 $ 13,759,000 LD-4 $ 10,528,000 -2- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest Principal Balance ------------ ------------------ ------------------ -------------------- Class E $ 21,219,000 LE-1 $ 509,000 LE-2 $ 15,556,000 LE-3 $ 5,154,000 Class F $ 36,375,000 LF-1 $ 1,297,000 LF-2 $ 18,116,000 LF-3 $ 16,962,000 Class G $ 24,251,000 LG-1 $ 6,793,000 LG-2 $ 17,458,000 Class H $ 21,219,000 LH-1 $ 8,606,000 LH-2 $ 12,613,000 Class J $ 12,125,000 LJ-1 $ 664,000 LJ-2 $ 11,461,000 Class K $ 6,062,000 LK $ 6,062,000 Class L $ 9,094,000 LL $ 9,094,000 Class M $ 6,063,000 LM $ 6,063,000 Class N $ 6,062,000 LN $ 6,062,000 Class P $ 3,031,000 LP $ 3,031,000 Class Q $ 33,345,032 LQ $ 33,345,032 Class XR $ 32,632,360* LXR $ 32,632,360** Class XP $ 2,372,109,000* N/A N/A Class XC $ 2,425,022,032* N/A N/A * Original Notional Amount ** REMIC I Notional Amount There exist two (2) A-Note Trust Mortgage Loans, each of which is part of a group of loans comprised of that A-Note Trust Mortgage Loan and another mortgage loan, namely the related B-Note Non-Trust Loan, that are both secured by the same Mortgage encumbering the related Mortgaged Property. Each A-Note Trust Mortgage Loan and the related B-Note Non-Trust Loan collectively constitute a Loan Combination. The relative rights of the holder of an A-Note Trust Mortgage Loan and the holder of the related B-Note Non-Trust Loan are set forth in the designationrelated Loan Combination Intercreditor Agreement. As and to the extent provided in the related Loan Combination Intercreditor Agreement, each B-Note Non-Trust Loan is subordinate in right of payment and in other respects to the related A-Note Trust Mortgage Loan. As and to the extent provided herein, the REMIC II Remittance Rate Non-Trust Loans, although not part of the Trust Fund, will be serviced and administered in accordance with this Agreement by the applicable Master Servicer and by the Special Servicer. The portion of the Trust Fund consisting of (i) the Additional Interest and the initial Uncertificated Principal Balance Additional Interest Account and (ii) amounts held from time to time in the Collection Accounts and/or the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust Z". In addition, the portions of the Trust Fund consisting of (i) the Excess Servicing Strip and (ii) amounts held from time to time in the Collection Accounts that represent the Excess Servicing Strip shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust E". As provided herein, the Trustee shall take all actions reasonably necessary to ensure that each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None respective portions of the Trust Fund consisting of Grantor Trust Z and Grantor Trust E maintains its status as a "grantor trust" under federal income tax law and is not treated as part of REMIC II Regular Interests will be certificated.I or REMIC II. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicers, the Special Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Reserve Fund and certain other assets the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-4 Certificates, Class II-A-5 Certificates, Class II-A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates, Uncertificated Class I-A-V REMIC Regular Interests and Uncertificated Class II-A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V Certificates and Class II-A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class I-A-V REMIC Regular Interests and the Uncertificated Class II-A-V REMIC Regular Interests, respectively. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated REMIC I Pass- Initial Uncertificated Latest Designation Through Rate Principal Balance Possible Maturity(1) ----------- ------------ ------------------------ -------------------- Uncertificated REMIC I 6.50% $ 250,026,000.00 May 25, 2031 Regular Interest U Uncertificated REMIC I 6.75% $ 350,014,100.00 May 25, 2031 Regular Interest V Uncertificated REMIC I 6.50% $ 9,069,649.75 May 25, 2031 Regular Interest W Uncertificated REMIC I 6.75% $ 12,722,718.39 May 25, 2031 Regular Interest X Uncertificated REMIC I 0.00% $ 22,237.34 May 25, 2031 Regular Interest Y Uncertificated REMIC I 0.00% $ 767,332.12 May 25, 2031 Regular Interest Z Uncertificated REMIC I Variable (2) N/A(3) May 25, 2031 Group I IO Regular Interests as a Uncertificated REMIC for federal income tax purposesI Variable (2) N/A(3) May 25, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC 2031 Group II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II IO Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder. As provided herein, the Trustee will elect to treat the that two segregated pool pools of assets consisting of within the Pooled Mortgage Loans Trust Fund (exclusive of certain amounts payable thereonthe Class A-FL Regular Interest, the Class A-FL Swap Contract, the Class A-FL Floating Rate Account, Excess Interest and the Excess Interest Distribution Account) and certain other assets as a REMIC be treated for federal income tax purposes, and such segregated pool of assets will be designated purposes as "two separate real estate mortgage investment conduits (“REMIC I"” and “REMIC II”, respectively). The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests Mortgage Loans (exclusive of Excess Interest) and certain other related assets subject to this Agreement shall be treated as a REMIC for federal income tax purposes, and such segregated asset pool of assets will be designated as "“REMIC II"I”. The REMIC I Regular Interests listed below under the heading “Corresponding REMIC I Regular Interests” constitute “regular interests” in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) constitute the sole class Class of "“residual interests" ” in REMIC II I created hereunder for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table sets forth the Class or Component designation, the corresponding REMIC II Remittance Rate I Regular Interest (the “Corresponding REMIC I Regular Interest”) [and the initial Uncertificated Principal Balance Corresponding Components of the Class X Certificates] for each Class of the REMIC II Regular Interests. The Latest Possible Maturity Date Certificates (the “Corresponding Certificates”) (for each the avoidance of doubt, in the case of the Class A-FL Certificates, “Corresponding Certificates” shall mean the Class A-FL Regular Interest): Corresponding Certificates Corresponding REMIC II I Regular Interests(1) REMIC I Principal Balance [Corresponding Components of Class X Certificates(1)] Class A LA $[_________] XA Class B LB $[_________] XB Class C LC $[_________] XC Class A-FL Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.LA-FL(2) $[_________] XA-FL

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of Trust Fund, and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (the "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC Regular I Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-9 Certificates, Class II-A Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated REMIC II Regular Interests Z will be "regular interests" in REMIC II and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC I Regular Interests Z. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table sets forth the designation, the REMIC II Remittance Rate type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and the initial Uncertificated Principal Balance certain features for each Class of Certificates comprising the REMIC interests in the Trust Fund created hereunder. Aggregate Initial Certificate Moody's/ Pass-Through Principal Maturity Minimum Designation Rate Balance Features(1) Date S&P Denominations(2) Class I-A-1 Adjustable $91,448,000.00 Senior/TAC/Accretion January 2036 Aaa/AAA $100,000.00 Rate Directed/Floater/Adjustable Rate Class I-A-2 Adjustable $11,928,000.00 Senior/TAC/Accretion January 2036 Aaa/AAA $100,000.00 Rate Directed/Inverse Floater/Adjustable Rate Class I-A-3 5.75% $23,645,000.00 Super Senior/Lockout/Fixed Rate January 2036 Aaa/AAA $100,000.00 Class I-A-4 5.75% $2,627,000.00 Senior Support/Lockout/Fixed Rate January 2036 Aaa/AAA $100,000.00 Class I-A-5 5.25% $101,177,000.00 Senior/PAC/Accretion January 2036 Aaa/AAA $100,000.00 Directed/Fixed Rate Class I-A-6 5.75% $11,725,000.00 Senior/PAC/Accretion January 2036 Aaa/AAA $100,000.00 Directed/Fixed Rate Class I-A-7 5.75% $5,040,000.00 Senior/Companion/Accrual/Accretion January 2036 Aaa/AAA $100,000.00 Directed/Fixed Rate Class I-A-8 5.75% $3,035,000.00 Senior/Accrual/Fixed Rate January 2036 Aaa/AAA $100,000.00 Class I-A-9 5.75% Notional Senior/Interest Only/PAC/Fixed January 2036 Aaa/AAA $1,000,000.00 Rate Class II-A 5.75% $100,219,000.00 Senior/Fixed Rate January 2036 Aaa/AAA $100,000.00 Class A-P 0.00% $2,294,731.97 Senior/Principal Only January 2036 Aaa/AAA $100,000.00 Class A-V Variable Notional Senior/Interest Only/Variable January 2036 Aaa/AAA $2,000,000.00 Rate(3) Rate Class R-I 5.75% $100.00 Senior/Residual/Fixed Rate January 2036 Aaa/AAA (4) Class R-II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.5.75% $100.00 Senior/Residual/Fixed Rate January 2036 Aaa/AAA (4) Class M-1 5.75% $6,240,600.00 Mezzanine/Fixed Rate January 2036 NA/AA $100,000.00 Class M-2 5.75% $2,936,800.00 Mezzanine/Fixed Rate January 2036 NA/A $250,000.00 Class M-3 5.75% $1,468,400.00 Mezzanine/Fixed Rate January 2036 NA/BBB $250,000.00 Class B-1 5.75% $1,468,400.00 Subordinate/Fixed Rate January 2036 NA/BB $250,000.00 Class B-2 5.75% $1,101,300.00 Subordinate/Fixed Rate January 2036 NA/B $250,000.00 Class B-3 5.75% $734,847.13 Subordinate/Fixed Rate January 2036 NA/NA $250,000.00 --------

PRELIMINARY STATEMENT. The Depositor intends to sell In exchange for the Certificates, the Depositor hereby conveys the Trust Estate to the Trustee to create the Trust. The Trust Estate for federal income tax purposes will be issued hereunder in multiple Classestreated as two separate real estate mortgage investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively, which and each, a "REMIC"). The Class A Certificates (other than the Class 1-A-R, Class 1-A-LR and Class A-PO Certificates) and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the aggregate Upper-Tier REMIC. The Class 1-A-PO Component, Class 2-A-PO Component, Class 3-A-PO Component, Class 1-SES Component, Class 2-SES Component and Class 3-SES Component (collectively, the "Components") shall also constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier REMIC. The Class 1-A-R Certificate shall be the "residual interest" in the Upper-Tier REMIC and the Class 1-A-LR Certificate shall be the "residual interest" in the Lower-Tier REMIC. The Certificates will evidence represent the entire beneficial ownership interest in the Trust to be created hereunderTrust. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC The "latest possible maturity date" for federal income tax purposes, and such segregated pool purposes of assets all interests created hereby will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Certificate Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth characteristics of the designation, the REMIC II Remittance Rate Certificates and the initial Uncertificated Principal Balance for Components, together with the minimum denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable (except that one Certificate of each Class of Certificates may be issued in any amount in excess of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None minimum denomination): ======================== ========================= ================ ==================== ==================== Initial Class Integral Multiples Certificate Balance or Pass-Through Minimum in Excess Classes Notional Amount Rate Denomination of the REMIC II Regular Interests will be certificated.Minimum ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-1 $80,000,000.00 5.250% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-2 $3,636,363.00 5.500% $1,000,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-3 $57,346,454.00 5.500% $1,000,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-4 $24,000,000.00 5.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-5 $21,482,000.00 5.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-6 $18,781,000.00 5.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-7 $8,740,000.00 5.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-8 $13,317,000.00 5.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-9 $600,000.00 5.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-10 $35,678,570.00 (1) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-11 $5,464,286.00 (2) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-12 $7,000,000.00 (3) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-13 $2,950,000.00 5.000% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-14 $6,300,000.00 5.750% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-15 $27,000,000.00 5.000% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-16 $22,500,000.00 6.000% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-17 $9,000,000.00 5.000% $1,000 $1,000 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-18 $13,500,000.00 6.000% $1,000 $1,000 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-19 $400,000.00 5.250% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-20 $5,133,333.00 (4) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-21 $1,695,556.00 (5) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-22 $171,111.00 (6) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-23 $2,000,000.00 5.500% $1,000 $1,000 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-24 $1,571,429.00 (7) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-25 $785,715.00 (8) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-26 $39,600,000.00 (9) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-27 $13,080,000.00 (10) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-28 $1,320,000.00 (11) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-29 $4,400,000.00 (12) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-30 $1,600,000.00 (13) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-31 $66,065,000.00 4.000% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-32 $125,000,000.00 4.250% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-33 $100,000,000.00 4.250% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-34 $22,727,272.00 5.500% $1,000,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-35 $43,607,000.00 4.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-36 $32,902,000.00 5.000% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-37 $8,000,000.00 5.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-38 $35,339,000.00 5.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-39 $2,470,000.00 5.500% $1,000 $1 ======================== ========================= ================ ==================== ==================== ======================== ========================= ================ ==================== ==================== Initial Class Integral Multiples Certificate Balance or Pass-Through Minimum in Excess Classes Notional Amount Rate Denomination of Minimum ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-R $50.00 5.500% $50 N/A ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-LR $50.00 5.500% $50 N/A ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-A-WIO 670,291,914.00 (14) $10,000,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-1 $50,000,000.00 5.000% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-2 $112,751,308.00 (15) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-3 $110,742,500.00 (16) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-4 $18,457,076.00 (17) $1,000,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-5 $10,000,000.00 (18) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-6 $45,000,000.00 (15) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-7 $42,942,614.00 (15) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-8 $543,578.00 (15) $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-A-WIO $328,327,730.00 (19) $10,000,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 3-A-1 $82,027,000.00 7.500% $1,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 3-A-WIO $69,198,445.00 (20) $10,000,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-B-1 $10,032,000.00 5.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-B-2 $4,012,000.00 5.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-B-3 $2,809,000.00 5.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-B-4 $803,000.00 5.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-B-5 $1,203,000.00 5.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 1-B-6 $1,204,769.00 5.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-B-1 $2,070,000.00 5.000% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-B-2 $565,000.00 5.000% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-B-3 $753,000.00 5.000% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-B-4 $376,000.00 5.000% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-B-5 $189,000.00 5.000% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 2-B-6 $376,492.00 5.000% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 3-B-1 $1,188,000.00 7.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 3-B-2 $425,000.00 7.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 3-B-3 $297,000.00 7.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 3-B-4 $170,000.00 7.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 3-B-5 $127,000.00 7.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class 3-B-6 $170,281.00 7.500% $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class A-PO (21) (21) $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- Class SES (22) (22) $25,000 $1 ------------------------ ------------------------- ---------------- -------------------- -------------------- ======================== ========================= ================ ==================== ==================== Initial Component Integral Multiples Balance or Component Pass-Through Minimum In Excess Components Notional Amount Rate Denomination Of Minimum ------------------------ ------------------------- ---------------- -------------------- --------------------

PRELIMINARY STATEMENT. The Depositor intends Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to sell the Trustee for inclusion in the Trust Fund. On the Closing Date, the Company will acquire the Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Company of the Certificates, to be issued hereunder in multiple Classes, which representing in the aggregate will evidence the entire beneficial ownership interest of REMIC I. All covenants and agreements made by the Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit of the Holders from time to time of the Certificates. The Company is entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated October 5, 2001, and a Prospectus Supplement, dated December 10, 2001, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated December 12, 2001. The Trust Fund created hereunder is intended to be the "Trust" described in the Trust Prospectus and the Private Placement Memorandum and the Certificates are intended to be created hereunder. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interestsCertificates" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax lawdescribed therein. The following table sets forth the designation, the REMIC II Remittance Rate and the type of interest, Certificate Interest Rate, initial Uncertificated Class Principal Balance for each of the REMIC II Regular Interests. The Latest Possible and Final Maturity Date for the Certificates: REMIC I Interests Class Designation for each REMIC II Class of Certificate Initial Class Certificates Type of Interest Principal Final Maturity and the Class R Residual Interest Rate (1) Balance Date* Interest ------------------------ ------------ -------------------- -------------------- ------------------------ Class A Regular Interest is the Rated Final Distribution Date. None of the REMIC II Variable (2) $266,523,000.00 December 2031 Class B-1 Regular Interests will be certificated.Variable (2) 3,027,000.00 December 2031 Class B-2 Regular Variable (2) 2,063,000.00 December 2031 Class B-3 Regular Variable (2) 1,513,000.00 December 2031 Class B-4 Regular Variable (2) 963,000.00 December 2031 Class B-5 Regular Variable (2) 550,000.00 December 2031 Class B-6 Regular Variable (2) 552,859.62 December 2031 Class R (3) Residual 6.025% $100.00 December 2031

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee will elect make, in accordance with Section 9.01, an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets Loans), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be the ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the Trustee will make, in accordance with Section 9.01, a separate REMIC election with respect thereto. The Class R I-A-1, Class I-A-2, Class I-A-IO, Class II-A-1, Class II-A-IO, Class III-A-1, Class III-A-IO, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will represent ownership of (among other things) be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and I Pass- Through Rate, the initial Uncertificated Principal Balance and, solely for each purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for the Uncertificated REMIC II I Regular InterestsInterest. The Latest Possible Maturity Date for each Uncertificated REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II I Regular Interests will not be certificated.. Uncertificated REMIC I Regular Interest Uncertificated REMIC I Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date(1) LTIA Variable (2) $[______________] _________ 25, ____ LTIB Variable (2) $[______________] _________ 25, ____ LTIIA Variable (2) $[______________] _________ 25, ____ LTIIB Variable (2) $[______________] _________ 25, ____ LTIIIA Variable (2) $[______________] _________ 25, ____ LTIIIB Variable (2) $[______________] _________ 25, ____ _____________________________

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Pooled Mortgage Loans (exclusive of certain amounts payable thereonthat portion of the interest payments thereon that constitute Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". I." The Class R Certificates R-I Residual Interest will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests , and will be certificatedrepresented by the Class R-I Certificates. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the Class or Component designation, the corresponding REMIC II Remittance Rate I Regular Interest (the "Corresponding REMIC I Regular Interest"), the REMIC I Principal Balance, the Corresponding Components of the Class X Certificates and the initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates (the "Corresponding Certificates"). Corresponding Original Class REMIC II I REMIC I Corresponding Corresponding Principal Regular Interests. The Latest Possible Maturity Date for each Principal Components of Class Certificates Balance (1) Interests Balance X Certificates (1) Class A-1 $ LA-1-1 $ X-A-1-1 LA-1-2 $ X-A-1-2 Class A-2 $ LA-2-1 $ X-A-2-1 LA-2-2 $ X-A-2-2 Corresponding Original Class REMIC II I REMIC I Corresponding Corresponding Principal Regular Interest is the Rated Final Distribution Date. None Principal Components of the REMIC II Regular Class Certificates Balance (1) Interests will be certificated.Balance X Certificates (1) LA-2-3 $ X-A-2-3 Class A-3 $ LA-3-1 $ X-A-3-1 LA-3-2 $ X-A-3-2 LA-3-3 $ X-A-3-3 Class A-4 $ LA-4-1 $ X-A-4-1 LA-4-2 $ X-A-4-2 LA-4-3 $ X-A-4-3 Class B $ LB $ X-B Class C $ LC $ X-C Class D $ LD $ X-D Class E $ LE $ X-E Class F $ LF-1 $ X-F-1 LF-2 $ X-F-2 Class G $ LG-1 $ X-G-1 LG-2 $ X-G-2 Class H $ LH-1 $ X-H-1 LH-2 $ X-H-2 Class J $ LJ-1 $ X-J-1 LJ-2 $ X-J-2 Class K $ LK $ X-K Class L $ LL $ X-L Class M $ LM $ X-M Class N $ LN $ X-N Class O $ LO $ X-O

PRELIMINARY STATEMENT. On August 24, 2006 the Depositor formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2006-5, as a Delaware statutory trust (the "Trust") pursuant to (i) the Trust Agreement, dated as of August 24, 2006 (the "ORIGINAL TRUST AGREEMENT"), among the Depositor, the Trustee and the Delaware Trustee and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on August 24, 2006. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2006-5 (the "CERTIFICATES") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership of the Trust. The Depositor intends to sell the Certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderTrust. As provided hereinThe Certificates will consist of ten classes of certificates, designated as (i) the Trustee will elect to treat Class A-1 Certificates, (ii) the segregated pool of assets consisting of Class A-2 Certificates, (iii) the Pooled Mortgage Loans Class A-X Certificates, (exclusive of certain amounts payable thereoniv) the Class A-R Certificate, (v) the Class B-1 Certificates, (vi) the Class B-2 Certificates, (vii) the Class B-3 Certificates, (viii) the Class B-4 Certificates, (ix) the Class B-5 Certificates and certain other assets as a REMIC for (x) the Class B-6 Certificates. For federal income tax purposes, the Trust Fund (exclusive of the Additional Collateral, the Yield Maintenance Agreement, the Auction Swap Agreement and such segregated pool the Yield Maintenance Account, collectively, the "EXCLUDED TRUST ASSETS") is comprised of assets will be designated two REMICs in a tiered REMIC structure - the lower Tier REMIC (the "LOWER TIER REMIC") and the upper tier REMIC (the "UPPER TIER REMIC"). Each Certificate, other than the Class A-R Certificate, shall represent ownership of a regular interest in the Upper-Tier REMIC, as "REMIC I"described herein. In addition, the Class A-1 and Class A-2 Certificates represent the right to receive payments from the Yield Maintenance Account as provided in Section 5.09. The Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC. The Holders of the Class A-1 and Class A-2 Certificates own the Yield Maintenance Account for federal income tax purposes in proportion to their respective Certificate Principal Balances. The Lower Tier REMIC will hold as its assets all of the assets constituting the Trust Fund (exclusive of the Excluded Trust Assets) and will issue interests (the "LOWER TIER REGULAR INTERESTS") (which will be uncertificated and will represent ownership the regular interests in the Lower Tier REMIC) and a residual interest (the "LT-R INTEREST" and, together with the Lower Tier Regular Interests, the "LOWER TIER INTERESTS") which will also be uncertificated and which will represent the sole class of (among residual interest in the Lower Tier REMIC. The Trustee will hold the Lower Tier Regular Interests as assets of the Upper Tier REMIC. The Certificates, other things) than the Class A-R Certificate, will represent "regular interests" in the Upper Tier REMIC, and the Class A-R Certificate, which will represent the sole class of "residual interestsinterest" in the Upper Tier REMIC I for as well as ownership of the LT-R Interest. For purposes of the REMIC Provisions under federal income tax lawProvisions, the startup day is the Closing Date. The All REMIC regular and residual interests created hereby will be retired on or before the Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the THE LOWER TIER REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth specifies the designation, the REMIC II Remittance Rate interest rate, and the initial Uncertificated Principal Balance principal amount for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Lower Tier Interest:

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the UNCERTIFICATED INITIAL UNCERTIFICATED LATEST -REMIC-I-PASS---------PRINCIPAL-BALANCE------POSSIBLE-MATURITY(1) DESIGNATION THROUGH RATE --------------------------------------------------------------------------------------------- REMIC I Regular Interests as a Interest 5.50% $ 101,641,258.00 July 25, 2017 W REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the 6.00% $ 80,977,005.71 July 25, 2017 X REMIC II I Regular Interest 8.50% $ 20,328,251.00 July 25, 2017 Y REMIC I Regular Interest 0.00% $ 550,476.95 July 25, 2017 Z REMIC I Variable (2) N/A(3) July 25, 2017 IO Regular Interests will be certificated.-------------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classestwenty classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee Master Servicer will elect make an election to treat the entire segregated pool of assets consisting relating to the Group I Loans, as described in the definition of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets REMIC I below, as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". I." The Class R R-I Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Latest Possible Maturity Date Section 1.03 irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interest is the Rated Final Distribution DateInterests. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee REMIC Administrator will elect make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and each segregated pool of assets will be designated as REMIC IA. The Class R-IA Certificates will represent the sole class of "residual interests" in REMIC IA for purposes of the REMIC Provisions under federal income tax law. Section 1.03 irrevocably sets forth the designation, the REMIC IA Remittance Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC IA Regular Interests. None of the REMIC IA Regular Interests will be certificated. On each Distribution Date, available funds, if any remaining in REMIC I after payments of interest and principal, as designated above, and expenses of the Trust that are payable from the Group I Loans will be distributed to the Class R-I Certificates. It is expected that there will not be any distributions on the Class R-I Certificates. As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets relating to the Group II Loans, as described in the definition of REMIC II, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". ." The Class R R-II Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table Section 1.03 irrevocably sets forth the designation, the REMIC II Remittance Rate and Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC IA Regular Interests and REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate and initial Certificate Principal Balance for each of the "regular interests" in REMIC III (the "REMIC III Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be the Distribution Date in September 2035. Aggregate Initial Certificate Scheduled Final Initial Ratings Pass-Through Principal Distribution Designation Type Rate Balance Features Date S&P Moody's Fitch ------------ -------- --------- ------------ ---------- --------------- ----- ---- ----- Class A-I-1 Senior Adjustable Senior November 25, AAA Aaa AAA Rate $286,981,000 2016 Class A-I-2 Senior 4.79% $ 51,255,000 Senior October 25, AAA Aaa AAA 2019 Class A-I-3 Senior 5.18% Senior July 25, 2027 AAA Aaa AAA $181,938,000 Class A-I-4 Senior 5.81% $ 77,933,000 Senior August 25, AAA Aaa AAA 2029 Class A-I-5 Senior 6.48% $ 90,393,000 Senior September 25, AAA Aaa AAA 2031 Class A-I-6 Senior 5.96% $ 85,000,000Lockout/Senior September 25, AAA Aaa AAA 2031 Class A-I-IO Senior 5.00% Notional Interest March 25, AAA Aaa AAA Amount Only/Senior 2004 Class A-II Senior Adjustable Senior September 25, AAA Aaa AAA Rate $1,040,750,000 2031 Class M-I-1 Mezzanine 6.32% $ 34,000,000Mezzanine September 25, AA Aa2 AA 2031 Class M-I-2 Mezzanine 6.86% $ 25,500,000Mezzanine September 25, A A2 A 2031 Class M-I-3 Subordinate 7.01% $ 17,000,000Subordinate September 25, BBB Baa2 BBB 2031 Class M-II-1 Mezzanine Adjustable $ 46,000,000Mezzanine September 25, AA Aa2 AA Rate 2031 Class M-II-2 Mezzanine Adjustable $ 34,500,000Mezzanine September 25, A A2 A Rate 2031 Class M-II-3 SubordinatAdjustable $ 28,750,000Subordinate September 25, BBB Baa2 BBB Rate 2031 Class SB-I Subordinate N/A $ 676.06Subordinate September 25, N/A N/A N/A 2031 Class SB-II Subordinate N/A $ 38.90Subordinate September 25, N/A N/A N/A 2031 The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $2,000,000,714.96. The Mortgage Loans are comprised of two Loan Groups. The Group I Loans are fixed-rate first and junior lien mortgage loans having terms to maturity at origination or modification of not more than 30 years and the Group II Loans are adjustable rate first lien mortgage loans having terms to maturity at origination or modification of not more than 30 years. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor intends to sell Certificates, to be issued hereunder in multiple Classes, which in is the aggregate will evidence the entire beneficial ownership interest in owner of the Trust Fund (other than the Trust’s rights under the Swap Agreement) that is hereby conveyed to be created hereunder. As provided herein, the Trustee will elect to treat in return for the segregated pool of assets consisting of the Pooled Mortgage Loans Certificates. The Trust Fund (exclusive of certain amounts payable thereonthe Swap Agreement and the assets held in the Supplemental Interest Account) and certain other assets as a REMIC for federal income tax purposespurposes shall consist of four REMICs (referred to as “REMIC I,” “REMIC II,” “REMIC III” and “REMIC IV”). The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein, and such segregated pool of assets except that: (1) there will be designated as "REMIC I"no Master Servicer and all references to the “Master Servicer” in the Standard Terms shall be deleted in their entirety, (2) there will be no Trust Administrator and all references to the “Trust Administrator” in the Standard Terms shall refer to the “Trustee” with any duplicative references deleted in their entirety, (3) any reference to “Servicers” in the Standard Terms shall refer to the “Servicer”, (4) there will be no Modification Oversight Agent and all references to the “Modification Oversight Agent” in Standard Terms shall be deleted in their entirety, (5) all Mortgage Loans will be “Non-Designated Mortgage Loans”, regardless of their designation in the Standard Terms and (6) all of the Prepayment Premiums are “Assigned Prepayment Premiums”. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes Pooling and Servicing Agreement shall be dated as of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None date of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificatedthis Series Supplement.

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Uncertificated REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law(as defined herein). A segregated pool of assets consisting of the Uncertificated REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-X Certificates, Class III-A Certificates, Class IV-A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates, will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and I Pass-Through Rate, the initial Uncertificated Principal Balance Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC II I Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the Uncertificated REMIC II I Regular Interests will be certificated.. INITIAL UNCERTIFICATED REMIC UNCERTIFICATED LATEST DESIGNATION I PASS-THROUGH RATE PRINCIPAL BALANCE POSSIBLE MATURITY(1) Uncertificated REMIC I Regular Interest I-A Variable (2) $ 65.34 February 25, 2037 Uncertificated REMIC I Regular Interest I-B Variable (2) $ 1,537.06 February 25, 2037 Uncertificated REMIC I Regular Interest II-A Variable (2) $ 826.95 February 25, 2037 Uncertificated REMIC I Regular Interest II-B Variable (2) $ 19,455.64 February 25, 2037 Uncertificated REMIC I Regular Interest III-A Variable (2) $ 257.26 February 25, 2037 Uncertificated REMIC I Regular Interest III-B Variable (2) $ 6,052.52 February 25, 2037 Uncertificated REMIC I Regular Interest IV-A Variable (2) $ 171.37 February 25, 2037 Uncertificated REMIC I Regular Interest IV-B Variable (2) $ 4,031.60 February 25, 2037 Uncertificated REMIC I Regular Interest ZZZ Variable (2) $310,735,579.26 February 25, 2037 Uncertificated REMIC I Regular Interest R-II Variable (2) $ 66.00 February 25, 2037

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Rounding Account, the Reserve Fund and certain other assets the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate and I Pass-Through Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the Uncertificated REMIC II Regular Interests will be certificated.. REMIC I PASS-THROUGH INITIAL UNCERTIFICATED LATEST DESIGNATION RATE PRINCIPAL BALANCE POSSIBLE MATURITY(1) REMIC I Regular Interest V 5.00% $ 50,000,000.00 March 25, 2034 REMIC I Regular Interest W 5.25% $185,278,182.00 March 25, 2034 REMIC I Regular Interest X 5.50% $ 95,794,000.57 March 25, 2034 REMIC I Regular Interest Y 8.00% $ 28,527,818.00 March 25, 2034 REMIC I Regular Interest Z 0.00% $ 2,386,043.23 March 25, 2034 REMIC I IO Regular Interest (2) (3) March 25, 2034 ___________________

PRELIMINARY STATEMENT. The Depositor intends to sell In exchange for the Certificates, the Depositor hereby conveys the Trust Estate to the Trustee to create the Trust. The Trust Estate for federal income tax purposes will be issued hereunder in multiple Classestreated as two separate real estate mortgage investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively, which and each, a "REMIC"). The Class A Certificates (other than the Class 1-A-R, Class 1-A-LR and Class A-P Certificates) and the Class B Certificates are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the aggregate Upper-Tier REMIC. The Class 2-A-P Component, Class 3-A-P Component, Class 1-SES Component, Class 2-SES Component, Class 3-SES Component, Class 1-WIO Component, Class 2-WIO Component and Class 3-WIO Component (collectively, the "Components") shall also constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier REMIC. The Class 1-A-R Certificate shall be the "residual interest" in the Upper-Tier REMIC and the Class 1-A-LR Certificate shall be the "residual interest" in the Lower-Tier REMIC. The Certificates and the Uncertificated Lower-Tier Interests will evidence represent the entire beneficial ownership interest in the Trust to be created hereunderTrust. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC The "latest possible maturity date" for federal income tax purposes, and such segregated pool purposes of assets all interests created hereby will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Certificate Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth characteristics of the designation, the REMIC II Remittance Rate Certificates and the initial Uncertificated Principal Balance for Components, together with the minimum denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable (except that one Certificate of each Class of Certificates may be issued in any amount in excess of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None minimum denomination): =============== ==================== ============= ============= =============== Integral Initial Class Multiples Certificate Balance Pass-Through Minimum in Excess Classes or Notional Amount Rate Denomination of the REMIC II Regular Interests will be certificated.Minimum --------------- -------------------- ------------- ------------- --------------- Class 1-A-1 $45,000,000.00 (1) $1,000 $1 Class 1-A-2 $73,911,000.00 (1) $1,000 $1 Class 1-A-3 $2,070,000.00 (1) $1,000 $1 Class 1-A-R $50.00 (1) $50 N/A Class 1-A-LR $50.00 (1) $50 N/A Class 2-A-1 $300,000,000.00 (2) $1,000 $1 Class 2-A-2 $151,849,000.00 (2) $1,000 $1 Class 2-A-3 $4,260,000.00 (2) $1,000 $1 Class 3-A-1 $84,415,000.00 (3) $1,000 $1 Class A-P $298,436.00 (4) $25,000 $1 Class B-1 $8,852,000.00 (5) $25,000 $1 Class B-2 $4,085,000.00 (5) $25,000 $1 Class B-3 $2,723,000.00 (5) $25,000 $1 Class B-4 $1,021,000.00 (5) $25,000 $1 Class B-5 $1,021,000.00 (5) $25,000 $1 Class B-6 $1,363,377.00 (5) $25,000 $1 Class SES $680,868,913.00 (6) $25,000 $1 Class WIO $676,734,026.00 (7) $25,000 $1

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC II Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and I Pass- Through Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC II I Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the Uncertificated REMIC II I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell Certificatesmortgage pass-through certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans. As provided herein, the Trustee Certificate Administrator will elect or cause an election to be made to treat the segregated pool of assets consisting of all of the Pooled Trust Mortgage Loans (exclusive that portion of certain amounts payable thereonthe interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". I." The Class R R-I Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for For federal income tax purposes, each REMIC I Regular Interest is will be designated as a separate "regular interest" in REMIC I for purposes of the Rated Final Distribution DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee Certificate Administrator will elect or cause an election to be made to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". ." The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates, the Class A-3FL REMIC II Regular Interest and the Class A-4FC REMIC II Regular Interest will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth forth: (i) the designation, class designation of each Class of Sequential Pay Certificates; (ii) the REMIC II Remittance Rate and the initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates (in the case of the REMIC II Regular Interests. The Latest Possible Maturity Date for each Class A-3FL and Class A-4FC Certificates, the Class A-3FL REMIC II Regular Interest is and the Rated Final Distribution Date. None of the Class A-4FC REMIC II Regular Interests will be certificated.Interest, respectively); (iii) the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest") for each such Class of Sequential Pay Certificates or the Class A-3FL REMIC II Regular Interest or Class A-4FC REMIC II Regular Interest; and (iv) the initial REMIC I Principal Balance of each such Corresponding REMIC I Regular Interest. Class of Original Class Corresponding Sequential Pay Principal REMIC I Initial REMIC I Certificates Balance Regular Interest(s) Principal Balance ------------ ------- ------------------- ----------------- Class A-1 $51,000,000 LA-1 $51,000,000 Class A-2 $104,847,000 LA-2 $104,847,000 Class A-3 $43,000,000 LA-3 $43,000,000 Class A-3FL(1) $119,667,000 LA-3FL $119,667,000 Class A-1A $225,100,000 LA-1A $225,100,000 Class A-SB $88,067,000 LA-SB $88,067,000 Class A-4 $425,698,000 LA-4 $425,698,000 Class A-4FC(2) $25,000,000 LA-4FC $25,000,000 Class AM $154,625,000 LAM $154,625,000 Class AJ $94,708,000 LAJ $94,708,000 Class B $32,858,000 LB $32,858,000 Class C $15,463,000 LC $15,463,000 Class D $28,992,000 LD $28,992,000 Class E $15,463,000 LE $15,463,000 Class F $25,126,000 LF $25,126,000 Class G $19,329,000 LG $19,329,000 Class H $21,261,000 LH $21,261,000 Class J $7,731,000 LJ $7,731,000 Class K $5,798,000 LK $5,798,000 Class L $5,799,000 LL $5,799,000 Class M $5,798,000 LM $5,798,000 Class N $5,799,000 LN $5,799,000 Class P $3,865,000 LP $3,865,000 Class Q $21,261,942 LQ $21,261,942

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. The Certificates will consist of twenty-one classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the Class A-2 Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-4 Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates, (vii) the Class M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class M-5 Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7 Certificates, (xii) the Class M-8 Certificates, (xiii) the Class M-9 Certificates, (xiv) the Class M-10 Certificates, (xv) the Class C Certificates, (xvi) the Class P Certificates, (xvii) the Class R Certificates and (xviii) the Class R-X Certificates. As provided herein, the Trustee will shall elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans and certain other related assets subject to this Agreement (exclusive of certain amounts payable thereonthe Pre-Funding Account, the Interest Coverage Account, the Net WAC Rate Carryover Reserve Account, the Basis Risk Cap Agreement, the Interest Rate Cap Agreement, the Cap Account, the Cap Allocation Agreement, any Subsequent Mortgage Loan Interest, any Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental Interest Trust and the Interest Rate Swap Agreement) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will shall be designated as "“REMIC I". 1.” The Class R Certificates will R-1 Interest shall represent ownership of (among other things) the sole class of "“residual interests" ” in REMIC I 1 for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided (as defined herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law). The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II 1 Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution DateInterests (as defined herein). None of the REMIC II 1 Regular Interests will shall be certificated.. Designation Uncertificated REMIC 1 Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date(1) I-LT1PF Variable(2) $ 209,896,726.30 November 25, 2▇▇▇ ▇-▇▇▇ Variable(2) $ 100.00 November 25, 2035 ________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of Trust Fund, and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Yield Maintenance Agreement and certain other assets any payments thereunder and the Reserve Fund and any payments therefrom), as a REMIC real estate mortgage investment conduit (the "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated REMIC II Regular Interests Z will be "regular interests" in REMIC II and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC II Regular Interests Z. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table sets forth the designation, the REMIC II Remittance Rate type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and the initial Uncertificated Principal Balance certain features for each Class of Certificates comprising the REMIC interests in the Trust Fund created hereunder. AGGREGATE INITIAL MOODY'S/ DESIGNATION ▇▇▇▇ PRINCIPAL BALANCE FEATURES(1) DATE POOR'S/FITCH DENOMINATIONS(2) Class A-1 6.000% $30,000,000 Super Senior/Lockout/Fixed Rate April 2037 Aaa/AAA/AAA $100,000.00 Class A-2 6.000% $74,404,000 Senior/Fixed Rate April 2037 Aaa/AAA/AAA $100,000.00 Class A-3 6.000% $11,360,000 Super Senior/Retail/Fixed Rate April 2037 Aaa/AAA/AAA $1,000.00 Class A-4 5.375% $90,360,000 Senior/PAC/Fixed Rate April 2037 Aaa/AAA/AAA $100,000.00 Super Senior/TAC/Floater/ Class A-5(3) 6.000% $60,860,000 Accretion Directed/Adjustable Rate April 2037 Aaa/AAA/AAA $100,000.00 Senior/PAC/Interest Only/Exchangeable(4)/Fixed Class A-6 6.000% Notional Rate April 2037 Aaa/AAA/AAA $1,000,000.00 Senior/Companion/Accrual/ Class A-7 6.000% $400,000 Accretion Directed/Fixed Rate April 2037 Aaa/AAA/AAA $100,000.00 Senior/Companion/ Class A-8 6.000% $10,000 Accrual/Fixed Rate April 2037 Aaa/AAA/AAA $10,000.00 Super Senior/PAC/ Class A-9 5.500% $26,184,000 Exchangeable(4)/Fixed Rate April 2037 Aaa/AAA/AAA $100,000.00 Class A-10 6.000% $2,987,000 Senior/PAC/Fixed Rate April 2037 Aaa/AAA/AAA $100,000.00 Class A-11 6.000% $4,226,000 Senior Support/Lockout/Fixed Rate April 2037 Aa1/AAA/AAA $100,000.00 Super Senior/PAC/Interest Only/ Class A-12 6.000% Notional Exchangeable(4)/Fixed Rate April 2037 Aaa/AAA/AAA $1,000,000.00 Super Senior/PAC/ Class A-13 5.750% $26,184,000 Exchanged(4)/Fixed Rate April 2037 Aaa/AAA/AAA $100,000.00 Super Senior/PAC/ Class A-14 6.000% $26,184,000 Exchanged(4)/Fixed Rate April 2037 Aaa/AAA/AAA $100,000.00 Super Senior/PAC/ Class A-15 6.000% Notional Interest Only/Exchanged(4)/Fixed Rate April 2036 Aaa/AAA/AAA $1,000,000.00 Class A-P 0.00% $1,888,852 Senior/Principal Only April 2037 Aaa/AAA/AAA $100,000.00 Class A-V Variable Rate Notional Senior/Interest Only/Variable Rate April 2037 Aaa/AAA/AAA $2,000,000.00 Class R-I 6.00% $100.00 Senior/Residual/Fixed Rate April 2037 Aaa/AAA/AAA (5) Class R-II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.6.00% $100.00 Senior/Residual/Fixed Rate April 2037 Aaa/AAA/AAA (5) Class M-1 6.00% $6,761,700 Mezzanine/Fixed Rate April 2037 NA/NA/AA $100,000.00 Class M-2 6.00% $1,886,800 Mezzanine/Fixed Rate April 2037 NA/NA/A $250,000.00 Class M-3 6.00% $1,257,900 Mezzanine/Fixed Rate April 2037 NA/NA/BBB $250,000.00 Class B-1 6.00% $629,000 Subordinate/Fixed Rate April 2037 NA/NA/BB $250,000.00 Class B-2 6.00% $628,900 Subordinate/Fixed Rate April 2037 NA/NA/B $250,000.00 Class B-3 6.00% $628,998 Subordinate/Fixed Rate April 2037 NA/NA/NA $250,000.00 ______________________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates, Uncertificated Class I-A-V REMIC Regular Interests and Uncertificated Class II-A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V and Class II-A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class I-A-V REMIC Regular Interests and the Uncertificated Class II-A-V REMIC Regular Interests, respectively. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated Initial Uncertificated Latest --REMIC-I-Pass Principal-Balance Possible-Maturity(1) Designation Through Rate Uncertificated REMIC I 6.75% $56,789,000.00 June 25, 2031 Regular Interest Q Uncertificated REMIC I 6.75% $10,000,000.00 June 25, 2031 Regular Interest R Uncertificated REMIC I 6.75% $57,531,595.59 June 25, 2031 Regular Interest S Uncertificated REMIC I 6.75% $57,039,000.00 June 25, 2031 Regular Interest T Uncertificated REMIC I 0.00% $1,343,404.41 June 25, 2031 Regular Interest V Uncertificated REMIC I 6.75% $167,552,000.00 June 25, 2031 Regular Interest W Uncertificated REMIC I 6.75% $11,796,680.14 June 25, 2031 Regular Interest X Uncertificated REMIC I 0.00% $446,458.18 June 25, 2031 Regular Interest Y Uncertificated REMIC I 0.00% $443,132.01 June 25, 2031 Regular Interest Z Uncertificated REMIC I Variable (2) N/A(3) June 25, 2031 Group I IO Regular Interests as a Uncertificated REMIC for federal income tax purposesI Variable (2) N/A(3) June 25, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC 2031 Group II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II IO Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor intends to sell Certificatesmortgage pass-through certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Pooled Trust Mortgage Loans (exclusive of certain amounts payable thereonthe Broker Strip, the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R R-I Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for For federal income tax purposes, each REMIC I Regular Interest is will be designated as a separate "regular interest" in REMIC I for purposes of the Rated Final Distribution DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of the Class X Certificates, each Class X Component thereof) will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth forth: (i) the designation, class designation of each Class of Sequential Pay Certificates; (ii) the REMIC II Remittance Rate and the initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC II I Regular Interests. The Latest Possible Maturity Date Interest (the "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC II I Principal Balance of each such Corresponding REMIC I Regular Interest. -------------------------- ------------------------ ------------------------------- ---------------------------------------- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest is the Rated Final Distribution Date. None of the Principal Balance -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-1 $ 53,845,000 LA-1 $ 53,845,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-2 $ 88,159,000 LA-2 $ 88,159,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-3 $ 54,481,000 LA-3 $ 54,481,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-SB $ 91,905,000 LA-SB $ 91,905,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-4 $ 734,750,000 LA-4 $ 734,750,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class A-1A $ 265,873,000 LA-1A $ 265,873,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class AM $ 184,145,000 ▇▇▇ $ 184,145,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- -------------------------- ------------------------ ------------------------------- ---------------------------------------- Corresponding Class Original Class REMIC II I Initial REMIC I Designation Principal Balance Regular Interests will be certificated.Interest Principal Balance -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class AJ $ 138,108,000 LAJ $ 138,108,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class B $ 36,829,000 LB $ 36,829,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class C $ 16,113,000 LC $ 16,113,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class D $ 32,225,000 LD $ 32,225,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class E $ 18,415,000 LE $ 18,415,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class F $ 29,923,000 LF $ 29,923,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class G $ 18,415,000 LG $ 18,415,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class H $ 20,716,000 LH $ 20,716,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class J $ 9,207,000 LJ $ 9,207,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class K $ 4,604,000 LK $ 4,604,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class L $ 6,905,000 LL $ 6,905,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class M $ 2,302,000 LM $ 2,302,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class N $ 4,604,000 LN $ 4,604,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class P $ 4,603,000 LP $ 4,603,000 -------------------------- ------------------------ ------------------------------- ---------------------------------------- Class Q $ 25,320,786 LQ $ 25,320,786 -------------------------- ------------------------ ------------------------------- ----------------------------------------

PRELIMINARY STATEMENT. The Depositor intends at the Closing Date is the owner of the Loans and the other property being conveyed by it to sell the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates, . The Depositor has duly authorized the execution and delivery of this Agreement to be issued hereunder in multiple Classes, which provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate will evidence the entire beneficial ownership interest of the Trust Fund. All covenants and agreements made by the Depositor, the Servicer and the Trustee herein with respect to the 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 Servicer are entering into this Agreement, and the Trustee is accepting the 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 IB-3, Class IB-4, Class IB-5, Class IIB-3, Class IIB-4 and Class IIB-5 Certificates have been offered for sale pursuant to a Prospectus, dated September 18, 1998, and a Prospectus Supplement, dated March 19, 1999, of the Depositor (together, the "Prospectus"). The Class IB-3, Class IB-4, Class IB-5, Class IIB-3, Class IIB-4 and Class IIB-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated March 24, 1999. The Trust Fund created hereunder is intended to be the "Trust" as described in the Trust Prospectus and the Private Placement Memorandum and the Certificates are intended to be created hereunderthe "Certificates" described therein. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other related assets in the Trust Fund subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The I." Component R-1 of the Class R Certificates Certificate will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Component R-2 of the Class R Certificates Certificate will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designations, the Remittance Rate and initial Class Principal Balance for each Class of Certificates which, together with the Class R-2 Component, constitute the entire beneficial interests in REMIC II. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests and for each Class of Certificates shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Loan that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. The following table sets forth the designation, the REMIC II Remittance Rate Rate, initial Class Principal Balance, and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Last Scheduled Distribution Date for each Class of Certificates comprising the beneficial interests in REMIC II Regular Interest is and the Rated Final Class R Certificate: Initial Class Principal Last Scheduled Remittance or Notional Distribution Designation Rate(1) Balance Date. None of * ----------- ------- ------- ----- Class IA-1 6.15% $ 42,900,000.00 April 25, 2029 Class IA-2 6.30% 31,622,000.00 April 25, 2029 Class IA-3 6.35% 2,000,000.00 April 25, 2029 Class IA-4 6.40% 60,800,000.00 April 25, 2029 Class IA-5 8.67885%(2) 33,260,620.92 April 25, 2029 Class IA-6 6.75%(3) 5,007,000.00 April 25, 2029 Class IA-7 6.75%(4) 1,886,509.00 April 25, 2029 Class IA-8 6.75% 2,000,000.00 April 25, 2029 Class IM 6.75% 4,030,000.00 April 25, 2029 Class IB-1 6.75% 1,593,000.00 April 25, 2029 Class IB-2 6.75% 843,000.00 April 25, 2029 Class IB-3 6.75% 656,000.00 April 25, 2029 Class IB-4 6.75% 375,000.00 April 25, 2029 Class IB-5 6.75% 469,701.55 April 25, 2029 Class R'D' 6.75% 100.00(5) April 25, 2029 Class IIA (6) 101,508,000.00 March 25, 2014 Class IIM (6) 934,000.00 March 25, 2014 Class IIB-1 (6) 415,000.00 March 25, 2014 Class IIB-2 (6) 259,000.00 March 25, 2014 Class IIB-3 (6) 312,000.00 March 25, 2014 Class IIB-4 (6) 208,000.00 March 25, 2014 Class IIB-5 (6) 156,119.23 March 25, 2014 * The Distribution Date in the REMIC II Regular Interests will be certificatedmonth after the maturity date for the latest maturing Loan.

PRELIMINARY STATEMENT. The Depositor intends at the Closing Date is the owner of the Loans and the other property being conveyed by it to sell the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates, . The Depositor has duly authorized the execution and delivery of this Agreement to be issued hereunder in multiple Classes, which provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate will evidence the entire beneficial ownership interest of the Trust Fund. All covenants and agreements made by the Depositor, the Servicer and the Trustee herein with respect to the 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 Servicer are entering into this Agreement, and the Trustee is accepting the 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 1B-3, Class 1B-4, Class 1B-5, Class 2B-3, Class 2B-4 and Class 2B-5 Certificates have been offered for sale pursuant to a Prospectus, dated December 10, 2001, and a Prospectus Supplement, dated December 21, 2001 of the Depositor (together, the "Prospectus"). The Class 1B-3, Class 1B-4, Class 1B-5, Class 2B-3, Class 2B-4 and Class 2B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated December 21, 2001. The Trust Fund created hereunder is intended to be the "Trust" as described in the Trust Prospectus and the Private Placement Memorandum and the Certificates are intended to be created hereunderthe "Certificates" described therein. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other related assets in the Trust Fund subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The I." Component R-1 of the Class R Certificates Certificate will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Component R-2 of the Class R Certificates Certificate will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designations, the Remittance Rate and initial Class Principal Balance for each Class of Certificates which, together with the Class R-2 Component, constitute the entire beneficial interests in REMIC II. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests and for each Class of Certificates shall be (i) with respect to the Class A and Subordinate Certificates, the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Loan in the related Loan Group or Loan Groups that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity, and (ii) with respect to the Class R Certificate, the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Loan in the Mortgage Pool that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. The following table sets forth the designation, the REMIC II Remittance Rate Rate, initial Class Principal Balance, and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Last Scheduled Distribution Date for each Class of Certificates comprising the beneficial interests in REMIC II Regular Interest and the Class R Certificate: Initial Class Last Principal Scheduled Remittance or Notional Distribution Designation Rate (1) Balance Date* ----------- ---------- --------- ---------- Class IA-1 6.50% $150,000,000 January 25, 2032 Class IA-2 6.25% 100,000,000 January 25, 2032 Class IA-3 Variable(2) 50,000,000 January 25, 2032 Class IA-4 Variable(3) 50,000,000 January 25, 2032 Class IA-5 6.75% 38,632,000 January 25, 2032 Class IA-6 6.75% 30,000,000 January 25, 2032 Class IA-7 6.75%(4) 42,500,000 January 25, 2032 Class IIA-1 6.50% 111,500,000 January 25, 2032 Class IIA-2 6.50% 29,869,000 January 25, 2032 Class IIA-3 6.50%(5) 17,400,000 January 25, 2032 Class IIA-4 6.50% 10,000,000 January 25, 2032 Class IIIA-1 6.50% 100,000,000 January 25, 2032 Class IIIA-2 6.50% 16,140,000 January 25, 2032 Class IIIA-3 6.50% 9,204,000 January 25, 2032 Class IIIA-4 6.50%(6) 17,500,000 January 25, 2032 Class IVA-1 6.25% 175,000,000 January 25, 2032 Class IVA-2 6.00% 90,000,000 January 25, 2032 Class IVA-3 Variable(7) 50,000,000 January 25, 2032 Class IVA-4 Variable(8) 50,000,000 January 25, 2032 Class IVA-5 6.50% 18,268,000 January 25, 2032 Class IVA-6 6.50% 28,123,000 January 25, 2032 Class IVA-8 6.50%(9) 53,000,000 January 25, 2032 Class IVA-9 6.00% 10,000,000 January 25, 2032 Class IVA-10 6.00% 12,500,000 January 25, 2032 Class VA-1 6.25% 25,000,000 January 25, 2017 Class VA-2 6.50% 88,854,000 January 25, 2017 Class VA-3 6.50%(10) 85,738 January 25, 2017 Initial Class Last Principal Scheduled Remittance or Notional Distribution Designation Rate (1) Balance Date* ----------- ---------- --------- ---------- Class VIA-1 6.00% 68,549,000 January 25, 2017 Class VIA-2 6.25% 68,549,000 January 25, 2017 Class 1A-P 0.00%(11) 4,064,339 January 25, 2032 Class 2A-P 0.00%(12) 3,477,237 January 25, 2017 Class 1A-X (13) 31,699,357 January 25, 2032 Class 2A-X (14) 3,828,585 January 25, 2017 Class 1M (15) 18,630,000 January 25, 2032 Class 2M Variable(16) 1,936,000 January 25, 2017 Class 1B-1 (17) 7,523,000 January 25, 2032 Class 1B-2 (18) 5,604,000 January 25, 2032 Class 1B-3 (19) 2,410,000 January 25, 2032 Class 1B-4 (20) 2,490,000 January 25, 2032 Class 1B-5 (21) 2,499,285 January 25, 2032 Class 2B-1 Variable(16) 645,000 January 25, 2017 Class 2B-2 Variable(16) 515,000 January 25, 2017 Class 2B-3 Variable(16) 257,000 January 25, 2017 Class 2B-4 Variable(16) 257,000 January 25, 2017 Class 2B-5 Variable(16) 265,414 January 25, 2017 Class 1A-7 (22) 42,717,000 January 25, 2032 Class R+ 6.75% 100(23) January 25, 2032 --------------------- * The Distribution Date in the month after the maturity date for the latest maturing Loan. + The Class R Certificate is entitled to receive the Rated Final Residual Distribution Date. None of the REMIC II Regular Interests will be certificatedAmount and Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee Master Servicer will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the Master Servicer will make a separate REMIC election with respect thereto. The Class R A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the Uncertificated REMIC II Regular Interests (as defined herein), the rights in and to which will initially be represented by the Excess Spread (as defined herein), will be "regular interests" in REMIC II, and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. NY1-172102.4 The following table sets forth the designation, the REMIC II Remittance Rate type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and the initial Uncertificated Principal Balance certain features for each Class of Certificates issued on the REMIC Closing Date comprising the interests in the Trust Fund created hereunder. Aggregate Initial Certificate Pass-Through Principal Designation Type Rate Balance Class A-1 Senior 7.50% $21,520,000.00 Class A-2 Senior 8.00% $24,275,000.00 Class A-3 Senior 8.00% $13,325,000.00 Class A-4 Senior 7.25% $3,200,000.00 Class A-5 Senior Adjustable Rate $36,000,000.00 Class A-6 Senior Adjustable Rate $0.00 Class A-7 Senior 8.00% $34,877,000.00 Class A-8 Senior 7.50% 25,540,000.00 Class A-9 Senior 7.50% $20,140,000.00 Class A-10 Senior 8.00% $16,200,000.00 Class A-11 Senior 8.00% $5,000,000.00 Class A-12 Senior 0.00% $575,632.40 Class R-I Senior 8.00% $100.00 Class R-II Regular Interests. The Latest Possible Senior 8.00% $100.00 Class M-1 Mezzanine 8.00% $4,235,400.00 Class M-2 Mezzanine 8.00% $2,117,700.00 Class M-3 Mezzanine 8.00% $2,435,400.00 Class B-1 Subordinate 8.00% $1,058,900.00 Class B-2 Subordinate 8.00% $423,500.00 Class B-3 Subordinate 8.00% $847,661.00 Designatio Maturity Initial Features Date for each REMIC Ratings Class A-1 Senior October 25, 2026 AAA AAA Initial Ratings Class A-2 Senior October 25, 2026 AAA AAA S&P Fitch Class A-3 Senior October 25, 2026 AAA AAA Class A-4 Super Senior/Senior October 25, 2026 AAA AAA Class A-5 Adjustable Rate/Senior October 25, 2026 AAA AAA Class A-6 Interest Only/Senior October 25, 2026 AAAr AAA Class A-7 Super Senior/Senior October 25, 2026 AAA AAA Class A-8 Senior October 25, 2026 AA AAA Class A-9 Senior October 25, 2026 AAA AAA Class A-10 Prepayment Lockout/Senior October 25, 2026 AAA AAA Class A-11 Prepayment Lockout/ October 25, 2026 AAA AAA Senior Support/Senior Class A-12 Principal Only/Senior October 25, 2026 AAAr AAA Class R-I Residual October 25, 2026 AAA AAA Class R-II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Residual October 25, 2026 AAA AAA Class M-1 Mezzanine October 25, 2026 N/A AA Class M-2 Mezzanine October 25, 2026 N/A A Class M-3 Mezzanine October 25, 2026 N/A BBB Class B-1 Subordinate October 25, 2026 N/A BB Class B-2 Subordinate October 25, 2026 N/A B Class B-3 Subordinate October 25, 2026 N/A N/A

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated REMIC I Pass- Initial Uncertificated Latest Designation Through Rate Principal Balance Possible Maturity(1) ----------- ------------ ------------------------ -------------------- Uncertificated REMIC I 6.75% $102,850,000.00 July 25, 2031 Regular Interest R Uncertificated REMIC I 6.75% $79,850,000.00 July 25, 2031 Regular Interest S Uncertificated REMIC I 6.75% $541,087,674.97 July 25, 2031 Regular Interest T Uncertificated REMIC I 0% $1,084,183.00 July 25, 2031 Regular Interest V Uncertificated REMIC I Variable (2) N/A(3) July 25, 2031 IO Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.____________________

PRELIMINARY STATEMENT. The Depositor intends to sell Certificatesmortgage pass-through certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Pooled Trust Mortgage Loans (exclusive of certain amounts payable thereonthat portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R R-I Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for For federal income tax purposes, each REMIC I Regular Interest is will be designated as a separate "regular interest" in REMIC I for purposes of the Rated Final Distribution DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of the Class X Certificates, each Class X Component thereof), the Class A-3FL REMIC II Regular Interest and the Class A-4L REMIC II Regular Interest, will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth forth: (i) the designation, class designation of each Class of Sequential Pay Certificates; (ii) the REMIC II Remittance Rate and the initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC II I Regular Interests. The Latest Possible Maturity Date Interest (the "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC II I Principal Balance of each such Corresponding REMIC I Regular Interest. -------------------------------------------------------------------------------- Corresponding Class Original Class REMIC I Initial REMIC I Designation Principal Balance Regular Interest is the Rated Final Distribution Date. None of the Principal Balance -------------------------------------------------------------------------------- Class A-1 $ 65,000,000 LA-1 $ 65,000,000 -------------------------------------------------------------------------------- Class A-2 $ 337,500,000 LA-2 $ 337,500,000 -------------------------------------------------------------------------------- Class A-3 $ 66,150,000 LA-3 $ 66,150,000 -------------------------------------------------------------------------------- Class A-3FL(1) $ 105,150,000 LA-3FL $ 105,150,000 -------------------------------------------------------------------------------- Class A-3B $ 75,000,000 LA-3B $ 75,000,000 -------------------------------------------------------------------------------- Class A-SB $ 121,000,000 LA-SB $ 121,000,000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Corresponding Class Original Class REMIC II I Initial REMIC I Designation Principal Balance Regular Interests will be certificated.Interest Principal Balance -------------------------------------------------------------------------------- Class A-4 $ 489,483,000 LA-4 $ 489,483,000 -------------------------------------------------------------------------------- Class A-1A $ 240,000,000 LA-1A $ 240,000,000 -------------------------------------------------------------------------------- Class AM $ 214,183,000 ▇▇▇ $ 214,183,000 -------------------------------------------------------------------------------- Class AJ $ 82,056,000 LAJ $ 82,056,000 -------------------------------------------------------------------------------- Class AN-FL(2) $ 100,000,000 LAN-FL $ 100,000,000 -------------------------------------------------------------------------------- Class B $ 50,868,000 LB $ 50,868,000 -------------------------------------------------------------------------------- Class C $ 21,419,000 LC $ 21,419,000 -------------------------------------------------------------------------------- Class D $ 29,450,000 LD $ 29,450,000 -------------------------------------------------------------------------------- Class E $ 16,064,000 LE $ 16,064,000 -------------------------------------------------------------------------------- Class F $ 24,095,000 LF $ 24,095,000 -------------------------------------------------------------------------------- Class G $ 16,064,000 LG $ 16,064,000 -------------------------------------------------------------------------------- Class H $ 26,773,000 LH $ 26,773,000 -------------------------------------------------------------------------------- Class J $ 5,354,000 LJ $ 5,354,000 -------------------------------------------------------------------------------- Class K $ 5,355,000 LK $ 5,355,000 -------------------------------------------------------------------------------- Class L $ 8,032,000 LL $ 8,032,000 -------------------------------------------------------------------------------- Class M $ 2,677,000 LM $ 2,677,000 -------------------------------------------------------------------------------- Class N $ 8,032,000 LN $ 8,032,000 -------------------------------------------------------------------------------- Class P $ 5,355,000 LP $ 5,355,000 -------------------------------------------------------------------------------- Class Q $ 26,773,151 LQ $ 26,773,151 --------------------------------------------------------------------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-7A Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17 Certificates, Class A-18 Certificates, Class A-19 Certificates, Class A-20 Certificates, Class A-21 Certificates, Class A-22 Certificates, Class A-23 Certificates, Class A-24 Certificates, Class A-25 Certificates, Class A-26 Certificates, Class A-27 Certificates, Class A-28, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross- reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. Uncertificated REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the I Pass-Through Initial Uncertificated Latest DESIGNATION U Rate Principal Balance Possible Maturity(1) REMIC I Regular Interests as a Interest O 8.00% $60,000,000.00 May 25, 2033 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the P 8.00% $11,200,000.00 May 25, 2033 REMIC II I Regular Interest Q 8.00% $60,000,000.00 May 25, 2033 REMIC I Regular Interest R 8.00% $84,000,000.00 May 25, 2033 REMIC I Regular Interest S 5.50% $344,347,343.78 May 25, 2033 REMIC I Regular Interest T 5.25% $40,000,000.00 May 25, 2033 REMIC I Regular Interest U 5.00% $40,000,000.00 May 25, 2033 REMIC I Regular Interest V 4.75% $40,000,000.00 May 25, 2033 REMIC I Regular Interest W 4.50% $68,000,000.00 May 25, 2033 REMIC I Regular Interest X 4.25% $40,000,000.00 May 25, 2033 REMIC I Regular Interest Y 4.00% $240,000,000.00 May 25, 2033 REMIC I Regular Interest Z 0.00% $2,869,793.25 May 25, 2033 REMIC I IO Regular Interests will be certificated.(2) (3) May 25, 2033 -------------------

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor intends will acquire the Mortgage Loans from LaSalle Bank National Association, as seller ("LaSalle Seller"), Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), SunTrust Ba▇▇, ▇▇ ▇▇▇▇▇▇ ("SunTrust"), Prudential Mortgage Capital Funding, LLC, as seller ("Prudential"), and Massachusetts Mutual Life Insurance Company, as seller ("MM"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest Trustee for inclusion in the Trust to be created hereunderwhich is hereby created. As provided hereinOn the Closing Date, the Trustee Depositor will elect acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to treat the segregated pool of assets consisting Trust of the Pooled Mortgage Loans (exclusive of certain amounts other than any Excess Interest payable thereon) and certain the other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "property constituting REMIC I". The Class R Certificates will represent ownership of ; (among other thingsii) the sole class of "residual interests" in REMIC I II Regular Interests and the Class R-II Certificates as consideration for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None its transfer of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, to the Trustee will elect to treat the segregated pool of assets consisting of Trust; (iii) the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R III Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Class A-MFL Regular Interest is the Rated Final Distribution Date. None as consideration for its transfer of the REMIC II Regular Interests will be certificatedto the Trust; (iv) the Class A-MFL Certificates as consideration for its transfer of the Class A-MFL Regular Interest and the Class A-MFL Swap Contract to the Trust; and (v) the Class EI Certificates as consideration for its transfer of the Excess Interest to the Trust. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and the Class R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Certificates and the Class A-MFL Regular Interest representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-MFL Certificates representing in the aggregate the entire beneficial ownership of the Class A-MFL Grantor Trust and (E) the Class EI Certificates representing in the aggregate the entire beneficial ownership of the Class EI Grantor Trust.

PRELIMINARY STATEMENT. The Depositor intends at the Closing Date is the owner of the Loans and the other property being conveyed by it to sell the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates, . The Depositor has duly authorized the execution and delivery of this Agreement to be issued hereunder in multiple Classes, which provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate will evidence the entire beneficial ownership interest of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the 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, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the 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 B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Prospectus, dated August 25, 2003, and a Prospectus Supplement, dated October 28, 2003 of the Depositor (together, the "Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated October 30, 2003. The Trust Fund created hereunder is intended to be the "Trust" as described in the Trust Prospectus and the Private Placement Memorandum and the Certificates are intended to be created hereunderthe "Certificates" described therein. As provided herein, the Trustee will elect make an election to treat the entire segregated pool of assets consisting described in the definition of the Pooled Mortgage Loans REMIC I (exclusive of certain amounts payable thereon) as defined herein), and certain other assets subject to this Agreement, as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be the ". The regular interests" in REMIC I and Component R-1 of the Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Latest Possible Maturity Date following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interest is the Rated Final Distribution DateInterests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated Initial Uncertificated REMIC I REMIC I Uncertificated Latest Possible Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Interest Designation Pass-Through Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Date(1) ---------------------------- ----------------- ----------------- ---------------- LT-I-IO (2) (3) November 25, 2033 LT-I-PO 0.00% $153,871.22 November 25, 2033 LT-I-SUB 5.50% $ 476.86 November 25, 2033 LT-I-ZZZ 5.50% $76,268,168.32 November 25, 2033 LT-II-IO (4) (3) November 25, 2033 LT-II-PO 0.00% $390,282.02 November 25, 2033 LT-II-SUB 5.50% $1,217.33 November 25, 2033 LT-II-ZZZ 5.50% $187,922,096.14 November 25, 2033 LT-III-IO (5) (3) November 25, 2033 LT-III-PO 0.00% $168,453.72 November 25, 2033 LT-III-SUB 5.00% $ 225.52 November 25, 2033 LT-III-ZZZ 5.00% $37,410,007.91 November 25, 2033 LT-IV-IO (6) (3) November 25, 2033 LT-IV-PO 0.00% $766,655.93 November 25, 2033 LT-IV-SUB 5.00% $113.13 November 25, 2033 LT-IV-ZZZ 5.00% $50,447,713.04 November 25, 2033 ________________

PRELIMINARY STATEMENT. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Depositor Seller intends to sell Certificates, pass-through certificates to be issued hereunder in multiple Classes, classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund consisting primarily of the Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting that designated portions of the Pooled Mortgage Loans (Trust Fund, exclusive of certain amounts payable thereon) the Default Interest, the Class Q Distribution Account, the Excess Interest, the AIMCO Multifamily Pool Conditional Debt, the Excess Interest Distribution Account, the Reinvestment Enhancement Instrument and certain other assets as a REMIC the Reinvestment Reserve Account (such portion of the Trust Fund, the "Trust REMICs"), be treated for federal income tax purposespurposes as two separate real estate mortgage investment conduits (each, a "REMIC" or, in the alternative, the "Upper-Tier REMIC" and such segregated pool of assets will be designated as the "REMIC ILower-Tier REMIC," respectively). The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates represent "regular interests" in the Upper-Tier REMIC. The Class R Certificates will represent ownership of (among other things) constitute the sole class of "residual interests" in the Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"Provisions. The Class R LR Certificates will represent ownership of (among other things) constitute the sole class of "residual interests" in the Lower-Tier REMIC II for purposes of the REMIC Provisions Provisions. There are also twelve classes of uncertificated Lower-Tier Regular Interests issued under federal income tax lawthis Agreement (the Class LA-1, Class ▇▇-▇, ▇▇▇▇▇ ▇▇-▇, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ and Class LK Interests), each of which will constitute a regular interest in the Lower-Tier REMIC. All such Lower-Tier Regular Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The parties intend that the portions of the Trust Fund representing assets of the Grantor Trust, including the Default Interest, the Class Q Distribution Account, the Excess Interest, the AIMCO Multifamily Pool Conditional Debt, the Excess Interest Distribution Account and the Reinvestment Enhancement Instrument, will be treated as a grantor trust under Subpart E of Part 1 of Subchapter J of the Code, that the Class Q Certificates represent pro rata undivided beneficial interests in the portion of the Trust Fund consisting of the Default Interest, the AIMCO Multifamily Pool Conditional Debt, and the Class Q Distribution Account, that the Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, and Class G Certificates represent undivided beneficial interests in specified portions of the Trust Fund consisting of the Excess Interest and the Excess Interest Distribution Account and that the Goldman Group or its designee be treated as the beneficial owner of the Reinvestment Enhancement Contract and the Reinvestment Reserve Account. The following table sets forth the designationdesignation and aggregate initial Certificate Principal Amount (or, with respect to the REMIC II Remittance Rate and the initial Uncertificated Principal Balance Class X Certificates, Notional Amount) for each Class of Certificates (other than the REMIC II Regular InterestsClass R, Class LR and Class Q Certificates). The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.------------------------------------------------ Initial Certificate Principal Amount or Class Notional Amount ----------------------------------------------- Class A-1 $207,500,000 ----------------------------------------------- Class A-2 $436,033,000 ----------------------------------------------- Class A-3 $650,220,628 ----------------------------------------------- Class X (1) $1,861,517,825 ----------------------------------------------- Class B $102,384,000 ----------------------------------------------- Class C $102,383,000 ----------------------------------------------- Class D $107,038,000 ----------------------------------------------- Class E $32,576,000 ----------------------------------------------- Class F $83,768,000 ----------------------------------------------- Class G $23,268,000 ----------------------------------------------- Class H $55,846,000 ---------------------------------------------- Class J $23,269,000 ----------------------------------------------- Class K $37,232,197 ----------------------------------------------- -----------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of Trust Fund, and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (the "REMIC") for federal income tax purposes. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and such segregated pool of assets the Uncertificated Class A-V REMIC Regular Interests will be designated as "regular interests" in the REMIC I". The and the Class R Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I therein for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"Provisions. The Class R A-V Certificates will represent the entire beneficial ownership of (among other things) interest in the sole class of "residual interests" in Uncertificated REMIC II for purposes Regular Interests. The terms and provisions of the REMIC Provisions under federal income tax lawStandard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the REMIC II Remittance interests in the Trust Fund created hereunder. Aggregate Initial Features1 Pass-Through Certificate Principal Maturity Moody's/ Mi▇▇▇▇▇ ▇ESIGNATION Rate Balance Date Fitch Denominations2 Senior/Accretion Class A-1 7.00% $ 75,000,000.00 Directed April 25, 2031 Aaa/AAA $25,000 Senior/Accretion Class A-2 7.00% $ 12,638,000.00 Directed April 25, 2031 Aaa/AAA $25,000 Class A-3 7.00% $ 12,712,000.00Super Senior/AccrualApril 25, 2031 Aaa/AAA $25,000 Class A-4 7.00% $ 25,780,000.00 Senior/Lockout April 25, 2031 Aaa/AAA $25,000 Senior/Accretion Class A-5 7.00% $ 1,500,000.00 Directed April 25, 2031 Aaa/AAA $25,000 Class A-6 7.00% $ 140,000.00Senior Support/LockoApril 25, 2031 Aaa/AAA $25,000 Senior/Accretion Class A-7 7.00% $ 86,953,000.00 Directed April 25, 2031 Aaa/AAA $25,000 Senior/Accretion Class A-8 7.00% $ 35,000,000.00 Directed April 25, 2031 Aaa/AAA $25,000 Senior/Principal Class A-P 0.00% $ 196,484.28 Only April 25, 2031 Aaa/AAA $25,000 Class A-V Variable Rate $ 0.00Senior/Interest OnlyApril 25, 2031 Aaa/AAA 20% Class R 7.00% $ 100.00 Senior/Residual April 25, 2031 Aaa/AAA 20% Class M-1 7.00% $ 4,274,100.00 Mezzanine April 25, 2031 N/A/AA $25,000 Class M-2 7.00% $ 1,942,300.00 Mezzanine April 25, 2031 N/A/A $250,000 Class M-3 7.00% $ 1,165,500.00 Mezzanine April 25, 2031 N/A/BBB $250,000 Class B-1 7.00% $ 647,400.00 Subordinate April 25, 2031 N/A/BB $250,000 Class B-2 7.00% $ 518,000.00 Subordinate April 25, 2031 N/A/B $250,000 Class B-3 7.00% $ 518,024.91 Subordinate April 25, 2031 N/A $250,000 The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $258,984,909.19. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Trustee agree as follows: ____________________

PRELIMINARY STATEMENT. The Depositor intends to sell In exchange for the Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in Depositor hereby conveys the Trust Estate to be created hereunderthe Trustee to create the Trust. As provided herein, the Trustee will elect make an election to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other related assets subject to this Agreement as a real estate investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as the "Lower-Tier REMIC." The Uncertificated Lower-Tier Interests will represent the "regular interests" in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Class 1-A-LR Certificate will represent the sole class of "residual interests" in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Trustee will make another election to treat the Uncertificated Lower-Tier Interests as another REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "REMIC IUpper-Tier REMIC." The Senior Certificates (other than the Class 30-IO, Class 30-PO, Class 1-A-LR and Class 1-A-R Certificates) and the Class B Certificates are referred to collectively as the ". The Class R Certificates will represent ownership of (among other things) the sole class of Regular Certificates" and shall constitute "residual regular interests" in the Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"Provisions. The Class R Certificates will represent ownership of 1-IO, Class 2-IO, Class 1-PO and Class 2-PO Components (among other thingscollectively, the "Components") the sole class of shall also constitute "residual regular interests" in the Upper-Tier REMIC II for purposes of the REMIC Provisions under Provisions. The Class 30-IO and Class 30-PO Certificates will together represent the undivided ownership of the Class IO Components and the Class PO Components, respectively. The Class 1-A-R Certificate shall be the "residual interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The "latest possible maturity date" for federal income tax lawpurposes of all interests created hereby will be the REMIC Certificate Maturity Date. LOWER-TIER REMIC ---------------- The following table sets forth the designation, the Lower-Tier REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each uncertificated principal balance or notional balance of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Datesuch interest. None of the REMIC II Regular Uncertificated Lower-Tier Interests will be certificated.. Uncertificated Lower-Tier Interest or Uncertificated Initial Corresponding Upper-Tier Certificate Designation Lower-Tier REMIC Rate Uncertificated Balance Class, Classes, or Component ------------------------- --------------------- ---------------------- ----------------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets Loans), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Uncertificated REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax lawProvisions. A segregated pool of assets consisting of the Uncertificated REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class 1-A-1 Certificates, Class 1-A-2 Certificates, Class 1-A-3 Certificates, Class 1-A-4 Certificates, Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 Certificates, Class 2-A-4 Certificates, Class 3-A-1 Certificates, Class 3-A-2 Certificates, Class 3-A-3 Certificates, Class 3-A-4 Certificates, Class 4-A-1 Certificates, Class 4-A-2 Certificates, Class 4-A-3 Certificates, Class 4-A-4 Certificates, Class 4-A-5 Certificates, Class 4-A-6 Certificates, Class 4-A-7 Certificates, Class 4-A-8 Certificates, Class 4-A-9 Certificates, Class 4-A- 10 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates, Uncertificated Class A-X-1 REMIC Regular Interests and Uncertificated Class A-X-2 REMIC Regular Interests will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-X-1 and Class A-X- 2 Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-X- 1 REMIC Regular Interests and the Uncertificated Class A-X-2 REMIC Regular Interests, respectively. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and I Pass- Through Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC II I Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the Uncertificated REMIC II I Regular Interests will be certificated.. Initial Uncertificated Uncertificated ---Principal-Balance---- Latest --REMIC-I-Pass Possible-Maturity(1)- Designation Through Rate REMIC I Regular Interest LT-I-SUB 6.00% $ 811.57 December 25, 2032 REMIC I Regular Interest (2) LT-I-IO N/A (3) December 25, 2032 REMIC I Regular Interest LT-I-ZZZ 6.00% $318,251,932.43 December 25, 2032 REMIC I Regular Interest LT-II-SUB 6.00% $1,706.63 December 25, 2032 REMIC I Regular Interest (4) LT-II-IO N/A (3) December 25, 2032 REMIC I Regular Interest LT-II-ZZZ 6.00% $669,255,616.37 December 25, 2032 REMIC I Regular Interest LT-III-SUB 6.00% $577.44 December 25, 2032 REMIC I Regular Interest LT-III-PO 0.00% $ 229,726.88 December 25, 2032 REMIC I Regular Interest (5) LT-III-IO N/A (3) December 25, 2032 REMIC I Regular Interest LT-III-ZZZ 6.00% $226,141,794.56 December 25, 2032 REMIC I Regular Interest LT-IV-SUB 5.75% $ 582.12 December 25, 2032 REMIC I Regular Interest LT-IV-PO 0.00% $ 444,363.00 December 25, 2032 REMIC I Regular Interest (6) LT-IV-IO N/A (3) December 25, 2032 REMIC I Regular Interest 5.75% $227,809,863.88 December 25, 2032 LT-IV-ZZZ

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Group I Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC II (as defined herein), and subject to this Agreement (including the REMIC I Regular Interests Group II Loans but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The REMIC II Regular Interests will be ". The regular interests" in REMIC II and the Class R R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax lawProvisions). The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each A segregated pool of assets consisting of the REMIC II I Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of Interests and the REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The REMIC III Regular Interests will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions. A segregated pool of assets consisting of the Uncertificated REMIC III Regular Interests will be designated as "REMIC IV" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-10 Certificates, Class I-A-11 Certificates, Class I-A-12 Certificates, Class I-A-13 Certificates, Class I-A-14 Certificates, Class I-A-15 Certificates, Class I-A-16 Certificates, Class I-A-17 Certificates, Class I-A-18 Certificates, Class I-A-19 Certificates, Class I-A-20 Certificates, Class I-A-21 Certificates, Class I-A-22 Certificates, Class I-A-23 Certificates, Class I-A-24 Certificates, Class I-A-25 Certificates, Class I-A-26 Certificates, Class I-A-27 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-P Certificates, Class I-M-1 Certificates, Class I-M-2 Certificates, Class I-M-3 Certificates, Class II-M-1 Certificates, Class II-M-2 Certificates, Class II-M-3 Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates, Class II-B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC IV and the Class R-IV Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V and Class II-A-V Certificates or any Subclass thereof issued pursuant to Section 5.01(c) will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated.. Uncertificated REMIC I Initial Uncertificated Pass-Through ---------------------- Latest Designation Rate Principal Balance Possible Maturity(1) REMIC I Regular Interest A 5.50% $ 514,485,801.23 December 25, 2034 REMIC I Regular Interest I-A-P 0.00% $ 4,367,860.36 December 25, 2034 REMIC I I-A-V Regular Interests (2) $ (3) December 25, 2034

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. The Certificates will consist of seventeen classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the Class M-1 Certificates, (iii) the Class M-2 Certificates, (iv) the Class M-3 Certificates, (v) the Class M-4 Certificates, (vi) the Class M-5 Certificates, (vii) the Class M-6 Certificates, (viii) the Class M-7 Certificates, (ix) the Class M-8 Certificates, (x) the Class B-1 Certificates, (xi) the Class B-2 Certificates, (xii) the Class P Certificates, (xiii) the Class X-1 Certificates, (xiv) the Class X-2 Certificates, (xv) the Class X-S Certificates, (xvi) the Class A-R Certificates and (xvii) the Class A-RL Certificates. As provided herein, the Trustee will elect make an election to treat the segregated pool of assets consisting of the Pooled Mortgage Loans and certain other related assets subject to this Agreement (exclusive of certain amounts payable thereonthe Interest Rate Cap Agreement, the Swap Agreement, the Reserve Account, the Pre-Funding Account, the Capitalized Interest Account and the Subsequent Mortgage Loan Interest) and certain other assets as a REMIC real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC I". 1.” The Class R A-RL Certificates will represent ownership of (among other things) the sole class of "“residual interests" ” in REMIC I 1 for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided (as defined herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance 1 Pass-Through Rate and the initial Uncertificated Principal Balance for each of the “regular interests” in REMIC II 1 (the “REMIC 1 Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date”). None of the REMIC II 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. LTI-1 Variable(1) $ 383,440,279.28 LTI-PF Variable(1) $ 26,559,720.72 LTI-P Variable(1) $ 100.00 LTI-R Variable(1) $ 100.00 ___________________

PRELIMINARY STATEMENT. On March 23, 2005 the Depositor formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2005-1, as a Delaware statutory trust (the “Trust”) pursuant to the Trust Agreement, dated as of March 23, 2005 (the “Original Trust Agreement”), among the Depositor, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust’s Mortgage Pass-Through Certificates, Series 2005-1 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from ▇▇▇▇▇▇▇▇▇. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership of the Trust. The Depositor intends to sell the Certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. As provided hereinThe Certificates will consist of twelve classes of certificates, designated as (i) the Trustee will elect to treat Class A-1 Certificates, (ii) the segregated pool of assets consisting of Class A-2 Certificates, (iii) the Pooled Mortgage Loans Class A-3 Certificates, (exclusive of certain amounts payable thereoniv) the Class A-4 Certificates, (v) the Class A-5 Certificates, (vi) the Class A-R Certificate, (vii) the Class B-1 Certificates, (viii) the Class B-2 Certificates, (ix) the Class B-3 Certificates, (x) the Class B-4 Certificates, (xi) the Class B-5 Certificates and certain other assets as a REMIC for (xii) the Class B-6 Certificates. For federal income tax purposes, the Trust Fund (exclusive of the Additional Collateral) is comprised of two REMICs in a tiered REMIC structure – the lower tier REMIC (the “Lower Tier REMIC”) and such segregated pool the upper tier REMIC (the “Upper Tier REMIC”). The Lower Tier REMIC will hold as its assets all of the assets constituting the Trust Fund (exclusive of the Additional Collateral) and will issue interests (the “Lower Tier Regular Interests”) (which will be designated as "REMIC I". The Class R Certificates uncertificated and will represent ownership of the regular interests in the Lower Tier REMIC) and a residual interest (among other thingsthe “Class LT-R Interest”) which will also be uncertificated and which will represent the sole class of "residual interest in the Lower Tier REMIC. The Trustee will hold the Lower Tier Regular Interests as assets of the Upper Tier REMIC. The Certificates, other than the Class A-R Certificate, will represent “regular interests" ” in the Upper Tier REMIC, and the Class A-R Certificate, which will represent the sole class of “residual interest” in the Upper Tier REMIC I for as well as ownership of the Class LT-R Interest. For purposes of the REMIC Provisions under federal income tax lawProvisions, the startup day is the Closing Date. The All REMIC regular and residual interests created hereby will be retired on or before the Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth irrevocably specifies the Class designation, the REMIC II Remittance Rate interest rate, principal amount and the initial Uncertificated Principal Balance Corresponding Classes of Certificates for each class of the REMIC II Lower Tier Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.: Class LT-Group 1 (1) $ 212,700,223.71 1 Class LT-Group 1 SCA (1) $ 67,021.45 1 Class LT-Group 2 (2) $ 213,997,050.80 2 Class LT-Group 2 SCA (2) $ 67,434.86 2 Class LT-Group 3 (3) $ 373,133,860.10 3 Class LT-Group 3 SCA (3) $ 117,574.34 3 Class LT-Group 4 (4) $ 223,982,587.71 4 Class LT-Group 4 SCA (4) $ 70,581.69 4 Class LT-Group 5 (5) $ 240,893,536.73 5 Class LT-Group 5 SCA (5) $ 75,904.41 5 Class LT-R (6) (6) LT-R __________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets Loans), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R Certificates R-I Interest will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Uncertificated REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R Certificates R-II Interest will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax lawProvisions. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each A segregated pool of assets consisting of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the Uncertificated REMIC II Regular Interests will be certificateddesignated as "REMIC III," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class S-1 REMIC Regular Interests and the Uncertificated Class S-2 REMIC Regular Interests will be "regular interests" in REMIC III and the Class R-III Interest will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement.

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the UNCERTIFICATED INITIAL UNCERTIFICATED LATEST -REMIC-I-PASS PRINCIPAL-BALANCE POSSIBLE-MATURITY(1) DESIGNATION THROUGH RATE REMIC I Regular Interests as a Interest X 5.50% $ 255,362,255.21 October 25, 2017 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the Y 5.50% $ 25,000,000.00 October 25, 2017 REMIC II I Regular Interest Z 0.00% $ 259,556.41 October 25, 2017 REMIC I IO Regular Interests will be certificated.Variable (2) N/A(3) October 25, 2017 ___________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Uncertificated REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax lawProvisions. A segregated pool of assets consisting of the Uncertificated REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates, Uncertificated Class I-A-V REMIC Regular Interests and Uncertificated Class II-A-V REMIC Regular Interests will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V and Class II-A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class I-A-V REMIC Regular Interests and the Uncertificated Class II-A-V REMIC Regular Interests, respectively. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and I Pass- Through Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC II I Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the Uncertificated REMIC II I Regular Interests will be certificated.. Uncertificated -Initial Uncertificated Latest --REMIC-I-Pass---- ---Principal-Balance-------Possible-Maturity(1) Designation Through Rate REMIC I Regular Interest LT-I-SUB 5.25% $ 291.89 March 25, 2018 REMIC I Regular Interest LT-I-ZZZ 5.25% $ 253,279,572.59 March 25, 2018 REMIC I Regular Interest LT-II-SUB 5.00% $ 58.50 March 25, 2018 REMIC I Regular Interest LT-II-ZZZ 5.00% $ 50,738,081.25 March 25, 2018 REMIC I Regular Interest LT-I-PO 0.00% $ 510,932.99 March 25, 2018 REMIC I Regular Interest LT-II-PO 0.00% $ 59,468.31 March 25, 2018 REMIC I Regular Interest (2) LT-I-IO N/A (3) March 25, 2018 REMIC I Regular Interest (4) N/A (3) March 25, 2018 LT-II-IO

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee will elect make, in accordance with Section 10.01, an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets Loans), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and the Trustee will make, in accordance with Section 10.01, a separate REMIC election with respect thereto. The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-1, Class M-1-X, Class M-2, Class M-2-X, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Latest Possible Maturity Date following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Balance and, solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interest is the Rated Final Distribution DateInterests. None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC II -------- As provided hereinI Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date(1) ----------- ----------------- ----------------- ---------------- Uncertificated REMIC I 9.00% $68,900,000.00 January 25, the Trustee will elect to treat the segregated pool of assets consisting of the 2030 Regular Interest N Uncertificated REMIC I 9.00% $70,000,000.00 January 25, 2030 Regular Interest O Uncertificated REMIC I 9.00% $33,548,430.00 January 25, 2030 Regular Interest P Uncertificated REMIC I 9.00% $36,500,000.00 January 25, 2030 Regular Interest Q Uncertificated REMIC I 0.00% $2,741,660.00 January 25, 2030 Regular Interest S Uncertificated REMIC I 9.00% $100.00 January 25, 2030 Regular Interest T Uncertificated REMIC I 9.00% $9,434,000.00 January 25, 2030 Regular Interest U Uncertificated REMIC I 9.00% $4,027,000.00 January 25, 2030 Regular Interest W REMIC I Regular Interests as a Interest X 9.00% $1,725,000.00 January 25, 2030 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the Y 9.00% $3,222,457.00 January 25, 2030 REMIC II I IO Regular Interests will be certificated.Interest Variable(2) $(3) January 25, 2030 ___________________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of Trust Fund, and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Initial Monthly Payment Fund, the Yield Maintenance Agreement and certain other assets any payments thereunder and the Reserve Fund and any payments therefrom), as a REMIC real estate mortgage investment conduit (the "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC Regular I Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated REMIC II Regular Interests Z will be "regular interests" in REMIC II. The Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC II Regular Interests Z. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table sets forth the designation, the REMIC II Remittance Rate type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and the initial Uncertificated Principal Balance certain features for each Class of Certificates comprising the REMIC interests in the Trust Fund created hereunder. Aggregate Initial Certificate Pass-Through Principal Maturity Minimum Designation Rate Balance Features(1) Date Moody's/S&P/Fitch Denominations(2) Class A-1 5.50% $34,400,000.00 Senior/Fixed Rate September 2036 Aaa/AAA/AAA $100,000.00 Class A-2 Variable $25,000,000.00 Senior/ Floater/Adjustable Rate September 2036 Aaa/AAA/AAA $100,000.00 Rate(3) Senior/Inverse Class A-3(3) Variable Floater/Interest Rate(3) Notional(3) Only/Adjustable Rate September 2036 Aaa/AAA/AAA $1,000,000.00 Class A-4 6.00% Notional(4) Senior/Interest Only/Fixed Rate September 2036 Aaa/AAA/AAA $1,000,000.00 Class A-5 6.00% Senior Support/Lockout/Fixed September 2036 Aaa/AAA/AAA $100,000.00 $2,600,000.00 Rate Class A-6 6.00% $37,400,000.00 Super Senior/Lockout/Fixed Rate September 2036 Aaa/AAA/AAA $100,000.00 Class A-7 0.00% $6,250,000.00 Senior/Principal Only September 2036 Aaa/AAA/AAA $100,000.00 Class A-8 5.50% $60,000,000.00 Senior/Fixed Rate September 2036 Aaa/AAA/AAA $100,000.00 Class A-9 6.00% Notional(5) Senior/Interest Only/Fixed Rate September 2036 Aaa/AAA/AAA $1,000,000.00 Class A-10 6.00% $58,750,000.00 Senior/Fixed Rate September 2036 Aaa/AAA/AAA $100,000.00 Class A-11 Variable Senior/Floater/Adjustable Rate September 2036 Aaa/AAA/AAA $100,000.00 Rate(6) $53,340,000.00 Senior/Inverse Class A-12 Variable Floater/Interest Rate(6) Notional(6) Only/Adjustable Rate September 2036 Aaa/AAA/AAA $1,000,000.00 Class A-13(7) Variable Senior/Floater/Adjustable Rate September 2036 Aaa/AAA/AAA $100,000.00 Rate $50,080,000.00 Class A-14(7) Variable Senior/Inverse September 2036 Aaa/AAA/AAA $100,000.00 Rate $12,520,000.00 Floater/Adjustable Rate Class A-15 6.00% $8,546,000.00 Senior/Fixed Rate September 2036 Aaa/AAA/AAA $100,000.00 Class A-16 6.00% $51,000,000.00 Senior/Fixed Rate September 2036 Aaa/AAA/AAA $100,000.00 Class A-P 0.00% $773,946.90 Senior/Principal Only September 2036 Aaa/AAA/AAA $100,000.00 Class A-V Variable Notional Senior/Interest Only/Variable September 2036 Aaa/AAA/AAA $2,000,000.00 Rate Rate Class R-I 6.00% $100.00 Senior/Residual/Fixed Rate September 2036 Aaa/AAA/AAA (8) Class R-II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.6.00% $100.00 Senior/Residual/Fixed Rate September 2036 Aaa/AAA/AAA (8) Class M-1 6.00% $8,949,900.00 Mezzanine/Fixed Rate September 2036 NA/NA/AA $100,000.00 Class M-2 6.00% $2,497,600.00 Mezzanine/Fixed Rate September 2036 NA/NA/A $250,000.00 Class M-3 6.00% $1,665,000.00 Mezzanine/Fixed Rate September 2036 NA/NA/BBB $250,000.00 Class B-1 6.00% $832,500.00 Subordinate/Fixed Rate September 2036 NA/NA/BB $250,000.00 Class B-2 6.00% $832,500.00 Subordinate/Fixed Rate September 2036 NA/NA/B $250,000.00 Class B-3 6.00% $832,796.62 Subordinate/Fixed Rate September 2036 NA/NA/NA $250,000.00

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans and other property for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its 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 other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Servicer 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, the Servicer, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Tr ustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. The Certificates will consist of thirteen classes of certificates, designated as (i) the Class A1 Certificates, (ii) the Class A2 Certificates, (iii) the Class A3 Certificates, (iv) the Class M-1 Certificates, (v) the Class M-2 Certificates, (vi) the Class M-3 Certificates, (vii) the Class M-4 Certificates, (viii) the Class M-5 Certificates, (ix) the Class M-6 Certificates, (x) the Class M-7 Certificates, (xi) the Class C Certificates, (xii) the Class P Certificates, and (xiii) the Class R Certificates. As provided herein, the Trustee will elect Securities Administrator shall make an election to treat the segregated pool of assets consisting of the Pooled Mortgage Loans and certain other related assets subject to this Agreement (exclusive of certain amounts payable thereonthe Reserve Fund, the Supplemental Interest Account and the Servicer Prepayment Charge Payment Amounts) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC I". 1.” The Class R Certificates will R-1 Interest shall represent ownership of (among other things) the sole class of "“residual interests" ” in REMIC I 1 for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided (as defined herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate 1 Pass-Through Rate, and the initial Uncertificated Principal Balance for each of the REMIC II 1 Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II 1 Regular Interests will be certificated.certifica ▇▇▇. LT1-A $ 19,054,773.13 (1) LT1-F1 $ 2,650,804.40 (1) LT1-V1 $ 2,650,804.40 (1) LT1-F2 $ 2,935,011.36 (1) LT1-V2 $ 2,935,011.36 (1) LT1-F3 $ 3,205,261.41 (1) LT1-V3 $ 3,205,261.41 (1) LT1-F4 $ 3,578,020.67 (1)

PRELIMINARY STATEMENT. The Depositor intends to sell In exchange for the Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in Depositor hereby conveys the Trust Estate to be created hereunder. As provided herein, the Trustee will elect to treat create the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC Trust. The Trust Estate for federal income tax purposespurposes shall be treated as three real estate mortgage investment conduits (the "Upper-Tier REMIC," the "Middle-Tier REMIC" and the "Lower-Tier REMIC," respectively, and such segregated pool of assets will be designated as each a "REMIC IREMIC"). The Class R Certificates Uncertificated Lower-Tier Interests will represent ownership of (among other things) the sole class of "regular interests" and the Class LR Interest shall be the "residual interestsinterest" in the Lower-Tier REMIC I for purposes of the REMIC Provisions under federal income tax lawProvisions. The Latest Possible Maturity Date for each REMIC I Regular Interest is Uncertificated Lower-Tier Interests shall constitute the Rated Final Distribution Date. None assets of the REMIC I Regular Middle-Tier REMIC. The Uncertificated Middle-Tier Interests will shall constitute the "regular interests" and the Class MR Interest shall be certificatedthe "residual interest" in the Middle-Tier REMIC. REMIC II -------- As provided hereinThe Uncertificated Middle-Tier Interests shall constitute the assets of the Upper-Tier REMIC. The Senior Certificates (other than the Class 1-A-R Certificate, the Trustee will elect Class 30-IO Certificates and the Class 30-PO Certificates), the Components and the Class B Certificates are referred to treat collectively as the segregated pool of assets consisting of the REMIC I "Regular Interests as a REMIC for federal income tax purposes, Certificates" and such segregated pool of assets will be designated as shall constitute "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual regular interests" in the Upper-Tier REMIC II for purposes of the REMIC Provisions under Provisions. The Class UR Interest shall be the "residual interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 1-A-R Certificate shall represent beneficial ownership of the Class LR Interest, the Class MR Interest and the Class UR Interest. The "latest possible maturity date" for federal income tax lawpurposes of all interests created hereby will be the REMIC Certificate Maturity Date. The following table sets forth characteristics of the designation, the REMIC II Remittance Rate Certificates and the initial Uncertificated Principal Components, together with the minimum denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable: Initial Class Integral Certificate Multiples Balance for each or Pass-Through Minimum in Excess Classes Notional Amount Rate Denomination of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Minimum ---------------- ------------------ ------------ ------------ ------------- Class 1-A-1 $71,341,000.00 5.500% $1,000 $1 Class 1-A-2 $4,959,000.00 5.500% $1,000 $1 Class 1-A-R $100.00 5.500% $100 N/A Class 2-A-1 $56,065,000.00 5.500% $1,000 $1 Class 2-A-2 $2,033,000.00 5.500% $1,000 $1 Class 2-A-3 $73,259,000.00 6.000% $1,000 $1 Class 2-A-4 $5,093,000.00 6.000% $1,000 $1 Class 2-A-5 $3,990,000.00 6.000% $1,000 $1 Class 2-A-6 $22,651,000.00 5.750% $1,000 $1 Class 2-A-7 $24,244,000.00 5.500% $1,000 $1 Class 2-A-8 $49,251,000.00 5.750% $1,000 $1 Class 2-A-9 $1,786,000.00 5.750% $1,000 $1 Class 3-A-1 $25,000,000.00 5.500% $1,000 $1 Class 3-A-2 $4,272,000.00 5.500% $1,000 $1 Class 3-A-3 $3,298,000.00 5.500% $1,000 $1 Class 3-A-4 $8,347,000.00 5.500% $1,000 $1 Class 3-A-5 $303,000.00 5.500% $1,000 $1 Class 4-A-1 $8,886,000.00 5.750% $1,000 $1 Class 4-A-2 $3,705,000.00 5.750% $1,000 $1 Class 4-A-3 $3,705,000.00 5.750% $1,000 $1 Class 4-A-4 $2,704,000.00 5.750% $1,000 $1 Class 4-A-5 $1,000,000.00 5.750% $1,000 $1 Class 4-A-6 $14,898,000.00 5.500% $1,000 $1 Class 4-A-7 $647,739.00 5.750% $647,739 N/A Class 4-A-8 $3,019,000.00 5.750% $1,000 $1 Class 4-A-9 $13,220,000.00 5.750% $1,000 $1 Class 4-A-10 $9,156,000.00 5.750% $1,000 $1 Class 4-A-11 $291,00000 5.750% $1,000 $1 Class 4-A-12 $139,956.00 5.750% $1,000 $1 Class 4-A-13 $1,895,833.00 6.000% $1,000 $1 Class 4-A-14 $354,167.00 (1) $25,000 $1 Class 4-A-15 $2,000,000.00 5.500% $1,000 $1,000 Class 4-A-16 $3,000,000.00 6.000% $1,000 $1,000 Class 4-A-17 $2,000,000.00 5.750% $1,000 $1,000 Class 4-A-18 $1,000,000.00 5.500% $1,000 $1 Class 4-A-19 $5,000,000.00 (2) $1,000 $1 Class 4-A-20 $6,884,000.00 5.750% $1,000 $1 Class 4-A-21 $2,138,000.00 5.750% $1,000 $1 Class 4-A-22 $2,608,000.00 5.750% $1,000 $1 Class 4-A-23 $3,370,000.00 5.750% $1,000 $1 Class 4-A-24 $10,353,044.00 5.750% $1,000 $1 Class 4-A-25 $1,250,000.00 (3) $1,000 $1 Class 4-A-26 $42,419,000.00 5.750% $1,000 $1 Class 4-A-27 $31,222,000.00 5.750% $1,000 $1 Class 4-A-28 $27,766,000.00 5.750% $1,000 $1 Class 4-A-29 $2,403,000.00 5.750% $1,000 $1 Class 30-IO $8,101,414.00 (4) $1,000,000 $1 Class 30-PO $11,908,034.00 (5) $25,000 $1 Class B-1 $11,901,000.00 (6) $25,000 $1 Class B-2 $3,571,000.00 (6) $25,000 $1 Class B-3 $2,082,000.00 (6) $25,000 $1 Class B-4 $1,190,000.00 (6) $25,000 $1 Class B-5 $893,000.00 (6) $25,000 $1 Class B-6 $1,190,213.00 (6) $25,000 $1 Initial Component Integral Balance or Multiples Component Pass-Through Minimum In Excess Components Notional Amount Rate Denomination Of Minimum ---------------- ------------------ ------------ ------------ ------------- Class 1-IO 2,501,008.36 5.500% N/A N/A Class 2-IO 2,048,627.47 5.500% N/A N/A Class 3-IO 966,289.86 5.500% N/A N/A Class 4-IO 2,585,489.18 5.500% N/A N/A Class 1-PO 327,935.60 (7) N/A N/A Class 2-PO 7,880,182.12 (7) N/A N/A Class 3-PO 513,841.03 (7) N/A N/A Class 4-PO 3,186,075.74 (7) N/A N/A ------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classestwelve classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee Master Servicer will elect make an election to treat the entire segregated pool of assets consisting relating to the Group I Loans, as described in the definition of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets REMIC I below, as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". I." The Class R R-I Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Latest Possible Maturity Date Section 1.03 irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interest is the Rated Final Distribution DateInterests. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting relating to the Group II Loans, as described in the definition of the REMIC I Regular Interests II, as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". ." The Class R R-II Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table Section 1.03 irrevocably sets forth the designation, the REMIC II Remittance Rate and Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests and REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate and initial Certificate Principal Balance for each of the "regular interests" in REMIC III (the "REMIC III Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be the Distribution Date in January 2036. Aggregate Initial Pass-Through Certificate Scheduled Final Initial Ratings Designation Type Rate Principal Feature Distribution S&P ▇▇▇▇▇'▇ ----------- ---- ----------- ---------- -------------------------------- --- ------- Balance Date ------- ---- Class A-I-1 Senior 7.205% $170,000,000.00 Senior August 25, 2016 AAA Aaa Class A-I-2 Senior 6.935% $48,000,000.00 Senior October 25, 2020 AAA Aaa Class A-I-3 Senior 7.040% $95,000,000.00 Senior April 25, 2026 AAA Aaa Class A-I-4 Senior 7.250% $77,000,000.00 Senior January 25, 2029 AAA Aaa Class A-I-5 Senior 7.615% $60,000,000.00 Senior December 25, 2031 AAA Aaa Class A-I-6 Senior 7.175% $50,000,000.00 Lockout/Senior December 25, 2031 AAA Aaa Class A-II Senior Adjustable $850,000,000.00 Senior December 25, 2031 AAA Aaa Rate Class SB-I Subordinate NA $2,396 Subordinate December 25, 2031 N/A N/A Class SB-II Subordinate NA $77 Subordinate December 25, 2031 N/A N/A The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $1,350,002,473. The Mortgage Loans are comprised of two Loan Groups. The Group I Loans are fixed-rate first and junior lien mortgage loans having terms to maturity at origination or modification of not more than 30 years and the Group II Loans are adjustable rate first lien mortgage loans having terms to maturity at origination or modification of not more than 30 years. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classestwelve classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee Master Servicer will elect make an election to treat the entire segregated pool of assets consisting relating to the Group I Loans, as described in the definition of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets REMIC I below, as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". I." The Class R R-I Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Latest Possible Maturity Date Section 1.03 irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interest is the Rated Final Distribution DateInterests. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting relating to the Group II Loans, as described in the definition of the REMIC I Regular Interests II, as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". ." The Class R R-II Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table Section 1.03 irrevocably sets forth the designation, the REMIC II Remittance Rate and Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests and REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate and initial Certificate Principal Balance for each of the "regular interests" in REMIC III (the "REMIC III Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be the Distribution Date in April 2037. Aggregate Initial Pass-Through Certificate Scheduled Final Initial Ratings Designation Type Rate Principal Features Distribution S&P ▇▇▇▇▇'sFitch Balance Date Class A-I-1 Senior 5.593% $224,593,000 Senior July 25, 2016 AAA Aaa AAA Class A-I-2 Senior 5.568% $93,674,000 Senior January 25, 2022 AAA Aaa AAA Class A-I-3 Senior 5.854% $119,259,000 Senior February 25, AAA Aaa AAA 2026 Class A-I-4 Senior 6.374% $131,530,000 Senior March 25, 2029 AAA Aaa AAA Class A-I-5 Senior 6.987% $83,444,000 Senior March 25, 2032 AAA Aaa AAA Class A-I-6 Senior 6.349% $72,500,000 Lockout/Senior March 25, 2032 AAA Aaa AAA Class A-II Senior Adjustable $775,000,000 Senior March 25, 2032 AAA Aaa AAA Rate Class SB-I Subordinate N/A $140.85 Subordinate March 25, 2032 N/A N/A N/A Class SB-II Subordinate N/A $2,285.97 Subordinate March 25, 2032 N/A N/A N/A The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $1,500,002,427. The Mortgage Loans are comprised of two Loan Groups. The Group I Loans are fixed-rate first and junior lien mortgage loans having terms to maturity at origination or modification of not more than 30 years and the Group II Loans are adjustable rate first lien mortgage loans having terms to maturity at origination or modification of not more than 30 years. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Depositor intends at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to sell the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the Certificates, . The Depositor has duly authorized the execution and delivery of this Agreement to be issued hereunder in multiple Classes, which provide for the conveyance to the Trustee of the Mortgage Loans and the issuance to the Depositor of the Certificates representing in the aggregate will evidence the entire beneficial ownership interest of the Trust Fund. All covenants and agreements made by the Depositor, the Servicer 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 Servicer are entering into this Agreement, and the Trustee is accepting the 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 IA-1, Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Prospectus, dated March 25, 1998, and a Prospectus Supplement, dated June 24, 1998, of the Depositor (together, the "Prospectus"). The Class IA-1, Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated June 25, 1998. The Trust Fund created hereunder is intended to be the "Trust" as described in the Trust Prospectus and the Private Placement Memorandum and the Certificates are intended to be created hereunderthe "Certificates" described therein. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other related assets in the Trust Fund subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The I." Component R-1 of the Class R Certificates Certificate will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III". The Component R-2 of the Class R Certificates Certificate will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designations, the Remittance Rate and initial Class Principal Balance for each Class of Certificates which, together with the Class R-2 Component, constitute the entire beneficial interests in REMIC II. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests and for each Class of Certificates shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan in the related Loan Group (as to the Subordinate Certificates, Loan Group I) that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. The following table sets forth the designation, the REMIC II Remittance Rate Rate, initial Class Principal Balance, and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Last Scheduled Distribution Date for each Class of Certificates comprising the beneficial interests, in REMIC II Regular Interest is and the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Class R Certificate: ||

PRELIMINARY STATEMENT. The Depositor Company intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee will elect make, in accordance with Section 10.01, an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets Loans), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and the Trustee will make, in accordance with Section 10.01, a separate REMIC election with respect thereto. The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class M-1, Class M-X, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Latest Possible Maturity Date following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Balance and, solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interest is the Rated Final Distribution DateInterests. None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC II -------- As provided hereinI Initial Uncertificated Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date(1) ----------- ----------------- ----------------- ---------------- Uncertificated REMIC I 9.00% $80,115,000.00 April 25, the Trustee will elect to treat the segregated pool of assets consisting of the 2030 Regular Interest N Uncertificated REMIC I 9.00% $124,150,000.00 April 25, 2030 Regular Interest O Uncertificated REMIC I 9.00% $2,410,000.00 April 25, 2030 Regular Interest P Uncertificated REMIC I 9.00% $25,000,000.00 April 25, 2030 Regular Interest Q Uncertificated REMIC I 9.00% $19,000,000.00 April 25, 2030 Regular Interest R Uncertificated REMIC I 0.00% $2,418,208.00 April 25, 2030 Regular Interest S Uncertificated REMIC I 9.00% $100.00 April 25, 2030 Regular Interest T Uncertificated REMIC I 9.00% $11,310,000.00 April 25, 2030 Regular Interest U Uncertificated REMIC I 9.00% $4,965,000.00 April 25, 2030 Regular Interest W REMIC I Regular Interests as a Interest X 9.00% $2,345,000.00 April 25, 2030 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the Y 9.00% $4,138,169.15 April 25, 2030 REMIC II I IO Regular Interests will be certificated.Interest Variable(2) $(3) April 25, 2030 -----------------------------

PRELIMINARY STATEMENT. On August 3, 2006 the Depositor formed T▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2006-4, as a Delaware statutory trust (the “Trust”) pursuant to (i) the Trust Agreement, dated as of August 3, 2006 (the “Original Trust Agreement”), among the Depositor, the Trustee and the Delaware Trustee and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on August 3, 2006. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust’s Mortgage Pass-Through Certificates, Series 2006-4 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership of the Trust. The Depositor intends to sell the Certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderTrust. As provided hereinThe Certificates will consist of twelve classes of certificates, designated as (i) the Trustee will elect to treat Class A-1 Certificates, (ii) the segregated pool of assets consisting of Class A-2A Certificates, (iii) the Pooled Mortgage Loans Class A-2B Certificates, (exclusive of certain amounts payable thereoniv) the Class A-2C Certificates, (v) the Class A-X Certificates, (vi) the Class R Certificates, (vii) the Class B-1 Certificates, (viii) the Class B-2 Certificates, (ix) the Class B-3 Certificates, (x) the Class B-4 Certificates, (xi) the Class B-5 Certificates and certain other assets as a REMIC for (xii) the Class B-6 Certificates. For federal income tax purposes, the Trust Fund (exclusive of the Additional Collateral, the Yield Maintenance Agreements, the Auction Swap Agreement, and such segregated pool the Yield Maintenance Account, collectively, the “Excluded Trust Assets”) is comprised of assets will be designated three REMICs in a tiered REMIC structure - REMIC 1 , REMIC 2 , and the Upper-Tier REMIC. Each Certificate, other than the Class R Certificate, shall represent ownership of a regular interest in the Upper-Tier REMIC, as "REMIC I"described herein. In addition, the Class A-1, Class A-2A, Class A-2B, and Class A-2C Certificates represent the right to receive payments from the Yield Maintenance Account as provided in Section 5.09. The Class R Certificates will represent Certificate represents ownership of (among other things) the sole class of "residual interests" interest in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificatedREMIC.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor intends will acquire the Mortgage Loans from ▇▇▇▇▇▇▇ National Life Insurance Company, as seller ("▇▇▇▇▇▇▇ National"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest Trustee for inclusion in the Trust to be created hereunderwhich is hereby created. As provided hereinOn the Closing Date, the Trustee Depositor will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans acquire (exclusive of certain amounts payable thereon) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other thingsi) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is Interests and the Rated Final Distribution Date. None Class R-I Certificate as consideration for its transfer to the Trust of the Mortgage Loans and the other property constituting the Trust and (ii) the REMIC II Certificates as consideration for its transfer of the REMIC I Regular Interests will be certificatedto the Trust. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I and (B) the REMIC II -------- As provided herein, Certificates representing in the aggregate the entire beneficial ownership of REMIC II. All covenants and agreements made by the Depositor and the Trustee will elect herein with respect to treat the segregated pool Mortgage Loans and the other property constituting the Trust are for the benefit of assets consisting the Holders of the REMIC I Regular Interests as a Interests, the Residual Certificates and the REMIC for federal income tax purposesRegular Certificates. The parties hereto are entering into this Agreement, and such segregated pool the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of assets which are hereby acknowledged. The Class A and Class B Certificates have been offered for sale pursuant to the prospectus dated January 11, 2001 (the "Prospectus"), as supplemented by the preliminary prospectus supplement dated January 11, 2001 (together, with the Prospectus, the "Preliminary Prospectus Supplement") as further supplemented by the final prospectus supplement dated January 24, 2001 (together with the Prospectus, the "Final Prospectus Supplement") and the Class X, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates have been offered for sale pursuant to the private placement memorandum dated January 24, 2001 (the "Private Placement Memorandum") and the Prospectus Supplement. The following sets forth the Class designation, initial Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount), and Final Scheduled Distribution Date and Final Rated Distribution Date for each Class of REMIC I Regular Interests and the Class R-I Certificates comprising the interests in REMIC I and each Class of REMIC II Certificates comprising the interests in REMIC II created hereunder: REMIC I The REMIC I Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-I Certificates will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" interests in REMIC II for purposes I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of the any assets remaining in REMIC Provisions under federal income tax lawI after all classes of REMIC I Regular Interests have been paid in full. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.INITIAL AGGREGATE INITIAL CERTIFICATE FINAL SCHEDULED FINAL RATED PASS-THROUGH PRINCIPAL OR DISTRIBUTION DISTRIBUTION DESIGNATION RATE(A) NOTIONAL AMOUNT DATE(B) DATE(C) ----------- ------- --------------- ------- ------- Class A-1 5.98000% $ 127,296,000.00 9/15/2006 February 1, 2031 Class A-2 6.40000% $ 189,000,000.00 10/15/2011 February 1, 2031 Class A-3 6.54000% $ 215,300,000.00 10/15/2011 February 1, 2031 Class X 1.61990% $ 623,573,069.00 8/15/2025 February 1, 2031 Class B 6.87000% $ 15,589,000.00 12/15/2011 February 1, 2031 Class C 7.07000% $ 17,148,000.00 12/15/2012 February 1, 2031 Class D 7.21000% $ 5,456,000.00 5/15/2013 February 1, 2031 Class E 7.83544% $ 10,913,000.00 3/15/2014 February 1, 2031 Class F 8.08544% $ 4,677,000.00 8/15/2014 February 1, 2031 Class G 8.08544% $ 8,574,000.00 6/15/2015 February 1, 2031 Class H 6.50000% $ 9,353,000.00 8/15/2016 February 1, 2031 Class J 6.50000% $ 3,118,000.00 12/15/2016 February 1, 2031 Class K 6.50000% $ 3,118,000.00 7/15/2017 February 1, 2031 Class L 6.50000% $ 4,677,000.00 9/15/2018 February 1, 2031 Class M 6.50000% $ 1,559,000.00 3/15/2019 February 1, 2031 Class N 6.50000% $ 1,559,000.00 9/15/2019 February 1, 2031 Class O 6.50000% $ 6,236,069.00 8/15/2025 February 1, 2031 Class R-II(d) N/A N/A N/A N/A

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Reserve Fund and certain other assets the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the UNCERTIFICATED INITIAL UNCERTIFICATED LATEST -REMIC-I-PASS PRINCIPAL-BALANCE POSSIBLE-MATURITY(1) DESIGNATION THROUGH RATE REMIC I Regular Interests as a Interest 5.00% $ 62,179,429.00 November 25, 2031 S% REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the 8.50% $ 49,134,571.00 November 25, 2031 T% REMIC II I Regular Interest 6.25% $ 20,000,000.00 November 25, 2031 V% REMIC I Regular Interest 6.50% $ 25,000,000.00 November 25, 2031 W% REMIC I Regular Interest 6.50% $ 27,754,095.06 November 25, 2031 X% REMIC I Regular Interest 6.50% $ 74,000,000.00 November 25, 2031 Y% REMIC I Regular Interest 0.00% $ 694,099.65 November 25, 2031 Z Variable (2) REMIC I Variable (2) N/A(3) November 25, 2031 IO Regular Interests will be certificated.R-1 6.50% $ 100.00 November 25, 2031 -------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of the Pooled Mortgage Loans REMIC I (exclusive of certain amounts payable thereon) as defined herein), and certain other assets subject to this Agreement, as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC Regular Interests will be ". The regular interests" in REMIC I and the Class R I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate and I Pass-Through Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the Uncertificated REMIC II Regular Interests will be certificated.. REMIC I PASS-THROUGH INITIAL UNCERTIFICATED LATEST DESIGNATION RATE PRINCIPAL BALANCE POSSIBLE MATURITY(1) REMIC I Regular Interest 5.75% $ 44,545,000.00 September 25, 2034 U REMIC I Regular Interest 5.00% $ 82,895,845.00 September 25, 2034 V REMIC I Regular Interest 5.25% $ 82,895,845.00 September 25, 2034 W REMIC I Regular Interest 7.50% $ 59,211,310.00 September 25, 2034 X REMIC I Regular Interest 5.75% $ 38,503,672.97 September 25, 2034 Y REMIC I Regular Interest 0.00% $ 2,953,700.82 September 25, 2034 Z REMIC I IO Regular (2) (3) Interests ___________________

PRELIMINARY STATEMENT. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Depositor intends to sell Certificates, pass-through certificates to be issued hereunder in multiple Classes, Classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to be created hereunderthis Agreement and will issue [__] Classes of regular interests in the Upper-Tier REMIC. As provided hereinThe [Class A-1], [Class A-2], [Class A-3], [Class A-4], [Class A-AB], [Class A-5A], [Class A-5B], [Class A-1A], [Class X-C], [Class X-P], [Class A-J], [Class B], [Class C], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class K], [Class L], [Class M], [Class N], [Class O] and [Class P] Certificates (the Trustee will elect to treat "Regular Certificates") are designated as classes of regular interests, and the segregated pool [Class R] Certificates are designated as the sole class of assets residual interests, in the Upper-Tier REMIC. The portions of the Trust Fund consisting of the Pooled Mortgage Loans (exclusive of certain Loan REMIC Residual Interest, and related amounts payable thereon) and certain other assets in the Grantor Trust Distribution Account shall be treated as a REMIC grantor trust (the "Grantor Trust") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The [Class R LR] Certificates will represent ownership of (among other things) the sole class of "residual interests" interests in REMIC I for purposes the portion of the Grantor Trust representing the Loan REMIC Provisions Residual Interest under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest Mortgaged Property that secures the Mortgage Loan identified as Loan No. [_] on the Mortgage Loan Schedule (the "[________] Mortgage Loan"), also secures one separate mortgage loan to the same Borrower (referred to herein as the "[________] B Loan" and together with the [________] Mortgage Loan, the "[________] Loan Combination" or the "Loan Combination") which is subordinate to the Rated Final Distribution Date[________] Mortgage Loan. None The Loan Combination will be serviced pursuant to this Agreement and the [________] Intercreditor Agreement, as and to the extent provided herein. Amounts attributable to the [ ] B Loan will not be assets of the REMIC I Regular Interests Trust Fund or the Trust REMICs and will be certificated. REMIC II -------- As provided herein, beneficially owned by the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law[_____] B Loan Noteholder. The following table sets forth the Class designation, the REMIC II Remittance Rate corresponding Lower-Tier Regular Interests (the "Corresponding Lower-Tier Regular Interests") and the aggregate initial Uncertificated Principal Certificate Balance (or, with respect to the [Class X-C] and [Class X-P] Certificates, Notional Balance) for each Class of Certificates comprising interests in the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificatedUpper-Tier REMIC.

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17 Certificates, Class A-18 Certificates, Class A-19 Certificates, Class A-20 Certificates, Class A-21 Certificates, Class A-22 Certificates, Class A-23 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated Initial Uncertificated Latest REMIC-I-Pass Principal-Balance Possible-Maturity(1) Designation Through Rate --------------------------------------------- ------------------------------------------------------- REMIC I Regular Interests as a Interest 6.50% $ 25,028,000.00 November 25, 2031 Q REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the 6.50% $ 25,000,000.00 November 25, 2031 R REMIC II I Regular Interest 6.50% $ 22,951,000.00 November 25, 2031 S REMIC I Regular Interest 6.50% $ 276,470,817.00 November 25, 2031 T REMIC I Regular Interest 8.00% $ 100,000,000.00 November 25, 2031 V REMIC I Regular Interest 5.50% $ 150,000,000.29 November 25, 2031 W REMIC I Regular Interest 6.50% $ 17,649,000.00 November 25, 2031 X REMIC I Regular Interest 6.50% $ 1,641,461.00 November 25, 2031 Y REMIC I Regular Interest 0.00% $ 1,066,575.36 November 25, 2031 Z REMIC I Variable (2) N/A(3) November 25, 2031 IO Regular Interests will be certificated.R-I 6.50% $ 100.00 November 25, 2031 -------------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereonthat portion of the interest payments thereon that constitute Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". I." The Class R R-I Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designationFor federal income tax purposes, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None Class of the REMIC II Regular Interests will be certificateddesignated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the Class or Component designation, the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest"), the Corresponding Components of the Class IO Certificates and the Original Class Principal Balance for each Class of the REMIC II Certificates (the "Corresponding Certificates"). Corresponding Original Class Corresponding Corresponding Components of Certificates (1) Principal Balance REMIC I Regular Class IO Certificates (1) Interests (1) Class A-1 $167,224,000.00 ▇▇-▇-▇ ▇▇-▇ ▇▇-▇-▇ 2A-1 Class A-2 $793,233,000.00 ▇▇-▇-▇▇ ▇▇-▇▇ ▇▇-▇-▇▇▇ ▇▇-▇▇▇ ▇▇-▇-▇▇▇▇ ▇▇-▇▇▇▇ ▇▇-▇-▇ 2A-2 Class A-2F $60,000,000.00 ▇▇-▇▇-▇▇ ▇▇-▇▇▇ ▇▇-▇▇-▇▇▇ 1A-2FBI ▇▇-▇▇-▇▇▇▇ ▇▇-▇▇▇▇▇ ▇▇-▇▇-▇ 2A-2F Class B $52,331,000.00 LB-1I 1BI LB-1II 1BII LB-2 2B Class C $26,166,000.00 LC-1I 1CI LC-1II 1CII LC-2 2C Class D $26,165,000.00 ▇▇-▇▇ ▇▇▇ ▇▇-▇▇▇ ▇▇▇▇ ▇▇-▇ 2D Class E $16,354,000.00 ▇▇-▇ ▇▇ ▇▇-▇ 2E Class F $13,082,000.00 LF-1 1F LF-2 2F Class G $26,166,000.00 LG-1 1G LG-2 2G Class H $16,354,000.00 LH-1 1H LH-2 2H Class J $19,624,000.00 LJ-1 1J LJ-2 2J Class K $16,353,000.00 LK-1 1K LK-2 2K Class L $13,083,000.00 LL-1 1L LL-2 2L Class M $6,541,000.00 LM-1 1M LM-2 2M Class N $9,812,000.00 ▇▇-▇ ▇▇ ▇▇-▇ 2N Class O $13,083,000.00 ▇▇-▇ ▇▇ ▇▇-▇ ▇▇ Class P $6,542,000.00 LP-1 1P LP-2 2P Class Q $26,165,728.00 LQ-1 1Q LQ-2 2Q ------------------------ 1 With respect to the Class A-2F, the Class A-2F Regular Interest.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein). On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust to be created hereunderon the related Subsequent Transfer Date. As provided herein, the Trustee will elect make, in accordance with Section 9.12, an election to treat the entire segregated pool of assets consisting described in the definition of the Pooled Mortgage Loans REMIC I (exclusive of certain amounts payable thereon) as defined herein), and certain other assets subject to this Agreement, as a REMIC real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, purposes and such segregated pool of assets will be designated as "“REMIC I". I.” The REMIC I Regular Interests will be the “regular interests” in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "“residual interests" ” in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC II",” and the Trustee will make, in accordance with Section 9.12, a separate REMIC election with respect thereto. The Class R A, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-IO-1 Interest, Class M-IO-2 Interest and Class M-IO-3 Interest (the Class M-IO-1 Interest, Class M-IO-2 Interest and Class M-IO-3 Interest is beneficially owned by the holders of the Class M-IO Certificates), Class B-1, Class B-2 and Class B-3 Certificates will represent ownership of (among other things) be “regular interests” in REMIC II, and the Class R-II Certificates will be the sole class of "“residual interests" in REMIC II ” therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate and I Pass-Through Rate, the initial Uncertificated Principal Balance and, for each purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the REMIC II I Regular Interests. The REMIC I Regular Interests will not be certificated. REMIC I Regular Interest Designation REMIC I Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Date(1) A Variable (2) $ 745,092,400.00 February 25, 2036 M-1 Variable (2) $ 16,120,000.00 February 25, 2036 M-2 Variable (2) $ 9,829,000.00 February 25, 2036 M-3 Variable (2) $ 5,111,000.00 February 25, 2036 _________________

PRELIMINARY STATEMENT. On January 27, 2003 the Seller formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2003-1, as a Delaware statutory trust (the “Trust”) pursuant to the Trust Agreement, dated January 27, 2003 (the “Original Trust Agreement”), among the Seller, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust’s Mortgage Pass-Through Certificates, Series 2003-1 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). The Depositor intends to sell the Certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. As provided hereinThe Certificates will consist of eleven classes of certificates, designated as (i) the Trustee will elect to treat Class A-1 Certificates, (ii) the segregated pool of assets consisting of Class A-2 Certificates, (iii) the Pooled Mortgage Loans Class A-3 Certificates, (exclusive of certain amounts payable thereoniv) the Class A-4 Certificates, (v) the Class A-R Certificate, (vi) the Class B-1 Certificates, (vii) the Class B-2 Certificates, (viii) the Class B-3 Certificates, (ix) the Class B-4 Certificates, (x) the Class B-5 Certificates and certain other assets as a REMIC for (xi) the Class B-6 Certificates. For federal income tax purposes, the Trust Fund (exclusive of the Additional Collateral) is comprised of two REMICs in a tiered REMIC structure – the lower tier REMIC (the “Lower Tier REMIC”) and such segregated pool the upper tier REMIC (the “Upper Tier REMIC”). The Lower Tier REMIC will hold as its assets all of the assets constituting the Trust Fund (exclusive of the Additional Collateral) and will issue interests (the “Lower Tier Regular Interests”) (which will be designated as "REMIC I". The Class R Certificates uncertificated and will represent ownership of the regular interests in the Lower Tier REMIC) and a residual interest (among other thingsthe “Class LT-R Interest”) which will also be uncertificated and which will represent the sole class of "residual interest in the Lower Tier REMIC. The Trustee will hold the Lower Tier Regular Interests as assets of the Upper Tier REMIC. The Certificates, other than the Class A-R Certificate, will represent “regular interests" ” in the Upper Tier REMIC, and the Class A-R Certificate, which will represent the sole class of “residual interest” in the Upper Tier REMIC I for as well as ownership of the Class LT-R Interest. For purposes of the REMIC Provisions under federal income tax lawProvisions, the startup day is the Closing Date. The All REMIC regular and residual interests created hereby will be retired on or before the Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth irrevocably specifies the Class designation, the REMIC II Remittance Rate interest rate, principal amount and the initial Uncertificated Principal Balance Corresponding Classes of Certificates for each class of the REMIC II Lower Tier Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.: LTA-1 (1) $ 1,927,730.46 Classes A-1 and A-R Group 1 LTA-2 (2) $ 1,194,004.51 Class A-2 Group 2 LTA-3 (3) $ 4,057,755.02 Class A-3 Group 3 LTA-4 (4) $ 565,258.64 Class A-4 Group 4 LT-SC-1 (5) $ 54,939.46 Classes B-1 – B-6 Group 1 LT-SC-2 (5) $ 34,034.51 Classes B-1 – B-6 Group 2 LT-SC-3 (5) $ 115,655.02 Classes B-1 – B-6 Group 3 LT-SC-4 (5) $ 16,118.64 Classes B-1 – B-6 Group 4 LT-Q (5) $766,509,367.20 N/A N/A Class LT-R (6) N/A N/A N/A __________________

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II" and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates, will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. INITIAL UNCERTIFICATED UNCERTIFICATED LATEST REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the I PRINCIPAL POSSIBLE DESIGNATION PASS-THROUGH RATE BALANCE MATURITY(1) Uncertificated REMIC I Regular Interests as a Variable(2) $1,023.73 February 25, 2036 Interest I-A Uncertificated REMIC I Regular Variable (2) $21,475.74 February 25, 2036 Interest I-B Uncertificated REMIC I Regular Variable(2) $227.78 February 25, 2036 Interest II-A Uncertificated REMIC I Regular Variable(2) $4,778.22 February 25, 2036 Interest II-B Uncertificated REMIC I Regular Variable(2) February 25, 2036 Interest ZZZ $275,026,889.53 Uncertificated REMIC I Regular Variable(2) $50 February 25, 2036 Interest R-II _______________________ (1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for federal income tax purposes, and such segregated pool of assets will be the Mortgage Loan with the latest maturity date has been designated as the "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interestslatest possible maturity date" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the Uncertificated REMIC II I Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificatedInterest.

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderMortgage Loans (as defined herein). As provided herein, the Trustee will elect make, in accordance with Section 8.12, an election to treat the entire segregated pool of assets consisting described in the definition of REMIC 1 (as defined herein) (excluding the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) Cap Contract and certain other assets the Cap Contract Account), and subject to this Agreement, as a REMIC real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, purposes and such segregated pool of assets will be designated as "“REMIC I". 1.” The REMIC 1 Regular Interests will be the “regular interests” in REMIC 1 and the Class R Certificates R-1 Interest will represent ownership of (among other things) be the sole class of "“residual interests" ” in REMIC I 1 for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the REMIC I 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "“REMIC II"2” and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates will represent ownership of (among other things) be “regular interests” in REMIC 2, and the Class R-2 Interest will be the sole class of "“residual interests" in REMIC II ” therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate and 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for each purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the REMIC II 1 Regular InterestsInterest. The REMIC 1 Regular Interests will not be certificated. Designation REMIC 1 Pass-Through Rate Uncertificated Principal Balance Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Date(1) AA Variable(2) $ 311,034,796.49 May 25, 2035 A-I-1 Variable(2) $ 2,595,080.00 May 25, 2035 M-1 Variable(2) $ 101,560.00 May 25, 2035 M-2 Variable(2) $ 74,580.00 May 25, 2035 B-1 Variable(2) $ 52,370.00 May 25, 2035 B-2 Variable(2) $ 15,870.00 May 25, 2035 B-3 Variable(2) $ 33,330.00 May 25, 2035 ZZ Variable(2) $ 3,186,517.91 May 25, 2035 _______________________

PRELIMINARY STATEMENT. but not defined in this Preliminary Statement shall have the meanings specified in Article I) The Depositor intends to sell Certificates, pass-through certificates to be issued hereunder in multiple Classes, classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund consisting primarily of the Mortgage Loans. As provided herein, the Trustee will elect to treat that the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC Trust Fund be treated for federal income tax purposespurposes as two separate real estate mortgage investment conduits (each a "REMIC" or, and such segregated pool of assets will be designated as in the alternative, "REMIC I" and "REMIC II," respectively). The Class R A-1, Class A-▇, ▇▇▇▇▇ ▇-▇▇, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L-1 and Class L-2 Certificates will represent ownership of (among other things) the sole class of constitute "residual regular interests" in REMIC I for purposes of II and the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC Classes R-II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) are the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions Provisions. The Class R-I Certificates are the sole class of "residual interest" in REMIC I for purposes of the REMIC Provisions. There are also eleven classes of uncertificated REMIC I Regular Interests issued under federal income tax lawthis Agreement (the Class A-L-1, Class A-L-2, Class B-L, Class C-L, ▇lass D-L, Class E-L, Class F-L, Class G-L, Class H-L, Class J-L, Class K-L ▇▇d Class L-L Interests), each of which will constitute a regular interest in REMIC I. All such REMIC I Regular Interests will be held by the Trustee as assets of REMIC II. The following table sets forth the designationdesignation and aggregate initial Certificate Balance (or, with respect to the Class A-EC and Class L-2 Certificates, the REMIC II Remittance Rate Class A-EC Notional Balance and the initial Uncertificated Principal Balance Class L-2 Notional Balance, respectively) for each Class of the Certificates comprising interests in REMIC II Regular InterestsII. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Certificate Balance Class or Notional Balance Class A-1 $145,744,000.00 Class A-2 $210,167,000.00 Class A-EC $512,101,998.44 (1) Class B $ 30,727,000.00 Class C $ 28,166,000.00 Class D $ 23,045,000.00 Class E $ 7,682,000.00 Class F $ 15,364,000.00 Class G $ 12,803,000.00 Class H $ 5,122,000.00 Class J $ 12,803,000.00 Class K $ 7,682,000.00 Class L-1 $ 12,796,998.44 Class L-2 $ 12,796,998.44 (1)

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. DESIGNATION Uncertificated Initial Uncertificated Latest REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the I Principal Balance Possible Maturity(1) Pass-Through Rate REMIC I Regular Interests as a Interest W 4.00% $36,709,062.00 February 25, 2034 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the X 5.25% $254,186,233.57 February 25, 2034 REMIC II I Regular Interest Y 8.00% $16,685,937.00 February 25, 2034 REMIC I Regular Interest Z 0.00% $116,391.87 February 25, 2034 REMIC I IO Regular Interests will be certificated.(2) (3) February 25, 2034 -------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the UNCERTIFICATED INITIAL UNCERTIFICATED LATEST REMIC-I-PASS PRINCIPAL-BALANCE POSSIBLE-MATURITY(1) DESIGNATION THROUGH RATE Uncertificated REMIC I 6.75% $ 83,307,896.81 September 25, 2031 Regular Interest Q Uncertificated REMIC I 8.50% $ 50,176,000.00 September 25, 2031 Regular Interest R Uncertificated REMIC I 6.25% $ 35,000,000.00 September 25, 2031 Regular Interest S Uncertificated REMIC I 6.50% $ 2,000,000.00 September 25, 2031 Regular Interest T Uncertificated REMIC I 6.25% $ 139,616,000.00 September 25, 2031 Regular Interest V Uncertificated REMIC I 0.00% $ 344,376.29 September 25, 1031 Regular Interest W Uncertificated REMIC I Variable (2) N/A(3) September 25, 2031 IO Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.__________________

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be Fund created hereunder. The Certificates will consist of fourteen Classes of Certificates, designated as (i) the Class 1-A1, Class 2-A1, Class 3-F1 and Class A-IO Certificates, (ii) the Class M-1, Class M-2V and Class M-2F Certificates, (iii) the Class B-1, Class B-2 and Class B-3 Certificates, (iv) the Class N Certificates, (v) the Class X Certificates and (vi) the Class R-1 and Class R-2 Certificates. The Depositor hereby assigns to the Trustee, acting on behalf of the Certificateholders its interests and rights in the Mortgage Loans (exclusive of any Arrearage in respect of Delinquent Mortgage Loans). As provided herein, the Trustee will elect make multiple elections to treat the segregated pool pools of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC subject to this Agreement for federal income tax purposespurposes as the following six separate real estate mortgage investment conduits (each, a "REMIC"): the Subsidiary REMIC, the Intermediate REMIC, the Master REMIC, the Class B-2 REMIC, the Class B-3 REMIC, and such segregated pool of assets will be designated as "REMIC I"the Class X-N REMIC. The Class R Certificates Subsidiary REMIC will represent ownership consist of (among other thingsa) the sole class of "residual interests" in REMIC I for purposes all of the REMIC Provisions under federal income tax lawassets constituting the Group 1 Mortgage Loans, (b) all of the assets constituting the Group 2 Mortgage Loans, and (c) all of the assets constituting the Group 3 Mortgage Loans. The Latest Possible Maturity Date for each Subsidiary REMIC I will issue (1) uncertificated REMIC regular interests designated with an "1A" or "1B" and payable from the monies received from the Group 1 Mortgage Loans (the "Subsidiary 1 Regular Interest is Interests"), (2) uncertificated REMIC regular interests designated with an "2A" or "2B" and payable from the Rated Final Distribution Datemonies received from the Group 2 Mortgage Loans (the "Subsidiary 2 Regular Interests"), and (3) uncertificated REMIC regular interests designated with an "3A" or "3B" and payable from the monies received from the Group 3 Mortgage Loans (the "Subsidiary 3 Regular Interests" and, together with the Subsidiary 1 Regular Interests and the Subsidiary 2 Regular Interests, the "Subsidiary REMIC Regular Interests"). None of the The Subsidiary REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, uncertificated and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual regular interests" in the Subsidiary REMIC II and the SR Interest will represent the single "residual interest" in the Subsidiary REMIC. The Trustee will hold the Subsidiary REMIC Regular Interests for purposes the benefit of the REMIC Provisions under federal income tax lawIntermediate REMIC. The following table sets forth Intermediate REMIC will consist of the designationSubsidiary REMIC Regular Interests and will be evidenced by (i) the Intermediate REMIC Regular Interests, which will be uncertificated and will represent the "regular interests" in the Intermediate REMIC II Remittance Rate and (ii) the IR Interest, which will represent the single "residual interest" in the Intermediate REMIC. The Trustee will hold the Intermediate REMIC Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the Intermediate REMIC Regular Interests and will be evidenced by (i) the Regular Certificates (other than the Class B-2, Class B-3, Class X and Class N Certificates) and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Class B-2 Interest, Class B-3 Interest, and Class

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Group I Loans (exclusive of certain amounts payable thereon) and certain other assets Group II Loans but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC II (as defined herein), and subject to this Agreement (including the REMIC I Regular Interests Group III Loans but excluding the Initial Monthly Payment Fund), as a REMIC for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The REMIC II Regular Interests will be ". The regular interests" in REMIC II and the Class R R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax lawProvisions. A segregated pool of assets consisting of the REMIC I Regular Interests and REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-4 Certificates, Class II-A-5 Certificates, Class II-A-6 Certificates, Class II-A-P Certificates, Class III-A-1 Certificates, Class III-A-2 Certificates, Class III-A-3 Certificates, Class III-A-4 Certificates, Class III-A-5 Certificates, Class III-A-6 Certificates, Class III-A-7 Certificates, Class III-A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class III-M-1 Certificates, Class III-M-2 Certificates, Class III-M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates, Class III-B-1 Certificates, Class III-B-2 Certificates, Class III-B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC III and the Class R-III Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class I-A-V, Class II-A-V and Class III-A-V Certificates or any Subclass thereof issued pursuant to Section 5.01(c) will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and I Pass- Through Rate, the initial Uncertificated Principal Balance Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II I Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II I Regular Interests will be certificated.. Uncertificated Initial Uncertificated Latest REMIC-I-Pass Principal-Balance Possible-Maturity(1) Designation Through Rate REMIC I Regular Interest I-SUB 5.50% $ 430.60 June 25, 2034 REMIC I Regular Interest I-ZZZ 5.50% $ 174,813,043.47 June 25, 2034 REMIC I Regular Interest II-SUB 5.25% $ 481.31 June 25, 2034 REMIC I Regular Interest II-ZZZ 5.25% $ 195,552,010.03 June 25, 2034 REMIC I Regular Interest I-A-P 0.00% $ 930,315.68 June 25, 2034 REMIC I Regular Interests I-A-V (2) (3) June 25, 2034 REMIC I Regular Interest II-A-P 0.00% $ 876,547.73 June 25, 2034 REMIC I Regular Interests (2) (3) June 25, 2034 II-A-V

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. DESIGNATION Uncertificated Initial Uncertificated Latest REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the I Principal Balance Possible Maturity(1) Pass-Through Rate REMIC I Regular Interests as a Interest V 4.10% $15,000,000.00 April 25, 2018 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the W 4.25% $10,108,000.00 April 25, 2018 REMIC II I Regular Interest X 8.00% $7,027,000.00 April 25, 2018 REMIC I Regular Interest Y 5.00% $170,373,642.72 April 25, 2018 REMIC I Regular Interest Z 0.00% $365,219.24 April 25, 2018 REMIC I IO Regular Interests will be certificated.(2) (3) April 25, 2018 ___________________

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor intends will acquire the Mortgage Loans from Morgan Stanley Mortgage Capital Ho▇▇▇▇▇▇ ▇▇▇ (▇▇ccessor to sell CertificatesMorgan Stanley Mortgage Capital In▇.), ▇s ▇▇▇▇▇▇ ("MSMCH"), Royal Bank of Canada, as seller ("RBC"), General Electric Capital Corporation, as seller ("GECC"), Principal Commercial Funding II, LLC, as seller ("PCFII"), NCB, FSB, as seller ("NCB, FSB"), Nationwide Life Insurance Company, as seller ("Nationwide") and National City Bank, as seller ("NatCity"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest Trustee for inclusion in the Trust to be created hereunderwhich is hereby created. As provided hereinOn the Closing Date, the Trustee Depositor will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans acquire (exclusive of certain amounts payable thereon) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other thingsi) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans, other than any Excess Interest is payable thereon, and the Rated Final Distribution Date. None other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Regular Interests will be certificated. to the Trust; (iii) the REMIC II -------- As provided hereinRegular Certificates, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Floating Rate Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance Class R-III Certificates as consideration for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None its transfer of the REMIC II Regular Interests will be certificatedto the Trust; (iv) the Floating Rate Certificates as consideration for its transfer of the related Class of Floating Rate Regular Interest and the related Swap Transaction to the Trust; and (v) the Class EI Certificates as consideration for its transfer of the Excess Interest to the Trust. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and the Class R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC Regular Certificates, the Floating Rate Regular Interests and the Class R-III Certificates representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Floating Rate Certificates representing in the aggregate the entire beneficial ownership of the related Floating Rate Grantor Trust and (E) the Class EI Certificates representing in the aggregate the entire beneficial ownership of the Class EI Grantor Trust.

PRELIMINARY STATEMENT. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Depositor intends to sell Certificates, pass-through certificates to be issued hereunder in multiple Classes, Classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund consisting primarily of the Mortgage Loans. As provided herein, the Trustee will elect to treat the The segregated pool of assets consisting of the Pooled Villas Parkmerced Mortgage Loans (exclusive of certain amounts payable thereon) Loan and certain other related assets as a REMIC for federal income tax purposes, and such segregated pool of assets subject to this Agreement will be designated as the "Villas Parkmerced Loan REMIC." The Villas Parkmerced Loan REMIC IPooled Regular Interest and the Class VPM-1-NP, Class VPM-2-NP, Class VPM-3-NP and Class VPM-4-NP Regular Interests will be the "regular interests" in the Villas Parkmerced Loan REMIC, will not be certificated and will be held by Lower-Tier REMIC. The Class R LR Certificates will represent ownership of (among other things) the sole class of "residual interests" in the Villas Parkmerced Loan REMIC. The Lower-Tier REMIC I for purposes will hold the Mortgage Loans (other than the Villas Parkmerced Mortgage Loan) (exclusive of any Excess Interest), the Villas Parkmerced Loan REMIC Pooled Regular Interest, the Class VPM-1-NP Regular Interest, Class VPM-2-NP Regular Interest, Class VPM-3-NP Regular Interest and Class VPM-4-NP Regular Interest and certain other related assets subject to this Agreement, and will issue (i) the uncertificated Class A-1L Interest, Class A-2L Interest, Class A-3L Interest, Class A-ABL Interest, Class A-4L Interest, Class A-1AL Interest, Class A-1BL Interest, Class A-ML Interest, Class A-JL Interest, Class B-L Interest, Class C-L Interest, Class D-L Interest, Class E-L Inter▇▇▇, Class F-L Interest, Class G-L Interest, Class H-L Interest, Class J-L Interest, Class K-L Interest, Class L-L Interest, Class M-L Inter▇▇▇, Class N-L Interest, Class O-L Interest, Class P-L Interest, Class Q-L Interest, Class VPM-1-L Interest, Class VPM-2-L Interest, Class VPM-3-L Interest and Class VPM-4-L Interest (the "Lower-Tier Regular Interests"), as classes of regular interests in the Lower-Tier REMIC, and (ii) the sole class of residual interests in the Lower-Tier REMIC, which will be represented by the Class LR Certificates. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue the following Classes: the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B, Class X, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class VPM-1, Class VPM-2, Class VPM-3 and Class VPM-4 Certificates (the "Regular Certificates"), which are designated as classes of regular interests, and the Class R Certificates, which are designated as the sole class of residual interests, in the Upper-Tier REMIC. The ownership interest in the Villas Parkmerced Mortgage Loan, as part of the Villas Parkmerced Loan REMIC Provisions under federal income tax lawrelated to the Villas Parkmerced Mortgage Loan, will be split into a senior undivided ownership interest in the portion of the Villas Parkmerced Loan REMIC (the "Villas Parkmerced Pooled Trust Component") and four subordinate undivided ownership interests in the portion of the Villas Parkmerced Loan REMIC related to the Villas Parkmerced Loan (collectively, the "Villas Parkmerced Non-Pooled Trust Component" and together with the Villas Parkmerced Pooled Trust Component, the "Villas Parkmerced Loan Components"). The Latest Possible Maturity Date for each following table sets forth certain information regarding the Villas Parkmerced Mortgage Loan and the related Villas Parkmerced Loan Components: Original Component Corresponding Villas Principal Balance/ Component Corresponding Parkmerced Original Villas Loan Corresponding Villas Parkmerced Loan REMIC I Parkmerced Loan REMIC Remittance Lower-Tier REMIC Related Class Loan Component Regular Interest is Principal Balance* Rate** Regular Interest of Certificates ----------------------------------------------------------------------------------------------------------------------------------- Villas Parkmerced Pooled Trust Component Class VPM-P Interest $300,000,000 5.6480% N/A N/A Villas Parkmerced Non- Pooled Trust Component Class VPM-1-NP Interest $10,300,000 5.6480% Class VPM-1-L Interest Class VPM-1 Villas Parkmerced Non- Pooled Trust Component Class VPM-2-NP Interest $18,200,000 5.6480% Class VPM-2-L Interest Class VPM-2 Villas Parkmerced Non- Pooled Trust Component Class VPM-3-NP Interest $2,700,000 5.6480% Class VPM-3-L Interest Class VPM-3 Villas Parkmerced Non- Pooled Trust Component Class VPM-4-NP Interest $18,800,000 5.6480% Class VPM-4-L Interest Class VPM-4 * The Villas Parkmerced Non-Pooled Trust Component has an aggregate Component Principal Balance of $50,000,000. ** Represents the Rated Final Distribution DateNet Mortgage Rate per annum at which interest will accrue on the Villas Parkmerced Loan Components based on the actual number of days elapsed and a 360-day year. None The portion of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets Trust Fund consisting of the REMIC I Regular Interests Excess Interest and proceeds thereof in the Grantor Trust Distribution Account will be treated as a REMIC grantor trust (the "Grantor Trust") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R S Certificates will represent ownership of undivided beneficial interests in the Excess Interest and proceeds thereof. The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule (among other thingsthe "Villas Parkmerced Mortgage Loan"), also secures seven separate mortgage loans to the same Borrower (referred to herein as the "Villas Parkmerced B Loans" or the "Villas Parkmerced Companion Loans" and together with the Villas Parkmerced Mortgage Loan, the "Villas Parkmerced Whole Loan") which are subordinate to the sole class of "residual interests" in REMIC II for purposes Villas Parkmerced Mortgage Loan. The Villas Parkmerced Whole Loan will be serviced pursuant to this Agreement and the Villas Parkmerced Co-Lender Agreement, as and to the extent provided herein. Amounts attributable to the Serviced Companion Loan will not be assets of the REMIC Provisions under federal income tax lawTrust Fund or the Trust REMICs and will be beneficially owned by the related Serviced Companion Loan Noteholder. The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 182 on the Mortgage Loan Schedule, (the "Arrowhead Shopping Center Mortgage Loan") also secures one separate mortgage loan to the related Borrower (the "Arrowhead Shopping Center B Loan" or the "Arrowhead Shopping Center Companion Loan" and together with the Arrowhead Shopping Center Mortgage Loan, the "Arrowhead Shopping Center Whole Loan") which is subordinate to the Arrowhead Shopping Center Mortgage Loan. The Arrowhead Shopping Center Whole Loan will be serviced pursuant to this Agreement and the Arrowhead Shopping Center Intercreditor Agreement, as and to the extent provided herein and therein. Amounts attributable to the Serviced Companion Loan will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Serviced Companion Loan Noteholder. The following table sets forth the Class designation, the REMIC II Remittance Rate corresponding Lower-Tier Regular Interests (the "Corresponding Lower-Tier Regular Interests") and the aggregate initial Uncertificated Principal Certificate Balance (or, with respect to the Class X Certificates, Notional Balance) for each Class of Certificates comprising interests in the REMIC II Upper-Tier REMIC. Corresponding Original Certificate Lower-Tier Lower-Tier Corresponding Balance or Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Principal Certificates Notional Balance Interest(s) Balance --------------------------------------------------------------- Class A-1..... $72,000,000 A-1L $72,000,000 Class A-2..... $239,000,000 A-2L $239,000,000 Class A-3..... $53,000,000 A-3L $53,000,000 Class A-AB.... $111,000,000 A-ABL $111,000,000 Class A-4..... $839,906,000 A-4L $839,906,000 Class A-1A.... $308,000,000 A-1AL $308,000,000 Class A-1B.... $518,636,000 A-1BL $518,636,000 Class X....... $3,059,345,770(1) N/A N/A Class A-M..... $305,934,000 A-ML $305,934,000 Class A-J..... $217,979,000 A-JL $217,979,000 Class B....... $22,945,000 B-L $22,945,000 Class C....... $34,417,000 C-L $34,417,000 Class D....... $38,242,000 D-L $38,242,000 Class E....... $49,714,000 E-L $49,714,000 Class F....... $42,066,000 F-L $42,066,000 Class G....... $38,242,000 G-L $38,242,000 Class H....... $34,418,000 H-L $34,418,000 Class J....... $34,418,000 J-L $34,418,000 Class K....... $15,296,000 K-L $15,296,000 Class L....... $11,473,000 L-L $11,473,000 Class M....... $11,472,000 M-L $11,472,000 Class N....... $7,649,000 N-L $7,649,000 Class O....... $7,648,000 O-L $7,648,000 Class P....... $7,648,000 P-L $7,648,000 Class Q....... 38,242,770 Q-L 38,242,770 Class VPM-1... $10,300,000 VPM-1-L $10,300,000 Class VPM-2... $18,200,000 VPM-2-L $18,200,000 Class VPM-3... $2,700,000 VPM-3-L $2,700,000 Class VPM-4... $18,800,000 VPM-4-L $18,800,000 Class S....... N/A N/A N/A Class R....... N/A N/A N/A Class LR...... N/A N/A N/A

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Pass- Initial Uncertificated Latest Designation Through Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Maturity(1) ----------- ------------ ------------------------ --------------------

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Pooled Mortgage Loans (exclusive of certain amounts payable thereonthat portion of the interest payments thereon that constitute Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". I." The Class R Certificates R-I Residual Interest will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests , and will be certificatedrepresented by the Class R-I Certificates. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the Class or Component designation, the corresponding REMIC II Remittance Rate I Regular Interest (the "Corresponding REMIC I Regular Interest"), the REMIC I Principal Balance, the Corresponding Components of the Class X Certificates and the initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates (the "Corresponding Certificates"). Corresponding Corresponding Original Class REMIC II I REMIC I Components of Corresponding Principal Regular Interests. The Latest Possible Maturity Date for each Principal Class X Certificates Balance Interests (1) Balance Certificates (1) Class A-2 $97,857,000 LA-2-1 $14,931,000 X-A-2-1 LA-2-2 $41,500,000 X-A-2-2 Corresponding Corresponding Original Class REMIC II I REMIC I Components of Corresponding Principal Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Principal Class X Certificates Balance Interests will be certificated.(1) Balance Certificates (1) LA-2-3 $41,426,000 X-A-2-3 Class A-3 $120,974,000 LA-3-1 $5,974,000 X-A-3-1 LA-3-2 $94,000,000 X-A-3-2 LA-3-3 $21,000,000 X-A-3-3 Class A-4 $559,033,000 LA-4-1 $30,133,000 X-A-4-1 LA-4-2 $45,900,000 X-A-4-2 LA-4-3 $483,000,000 X-A-4-3 Class B $41,951,000 LB $41,951,000 X-B Class C $46,011,000 LC $46,011,000 X-C Class D $10,826,000 LD $10,826,000 X-D Class E $18,945,000 LE $18,945,000 X-E Class F $17,592,000 LF-1 $8,318,000 X-F-1 LF-2 $9,274,000 X-F-2 Class G $17,593,000 LG-1 $11,593,000 X-G-1 LG-2 $6,000,000 X-G-2 Class H $18,945,000 LH-1 $14,945,000 X-H-1 LH-2 $4,000,000 X-H-2 Class J $16,239,000 LJ-1 $13,039,000 X-J-1 LJ-2 $3,200,000 X-J-2 Class K $5,413,000 LK $5,413,000 X-K Class L $8,120,000 LL $8,120,000 X-L Class M $13,532,000 LM $13,532,000 X-M Class N $5,413,000 LN $5,413,000 X-N Class O $16,239,757 LO $16,239,757 X-O

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of Trust Fund, and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Initial Monthly Payment Fund and certain other assets the Yield Maintenance Agreements and any payments thereunder), as a REMIC real estate mortgage investment conduit (the "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC Regular I Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated REMIC II Regular Interests Z will be "regular interests" in REMIC II and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions under federal income tax lawProvisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC I Regular Interests Z. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table sets forth the designation, the REMIC II Remittance Rate type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and the initial Uncertificated Principal Balance certain features for each Class of Certificates comprising the REMIC interests in the Trust Fund created hereunder. AGGREGATE INITIAL CERTIFICATE DESIGNATION RATE BALANCE FEATURES(1) DATE MOODY'S/S&P/FITC DENOMINATIONS(2) Class A-1 6.00% $10,000,000 Senior/Fixed ▇▇▇▇ July 2036 Aaa/AAA/AAA $100,000.00 Class A-2 6.00% $20,000,000 Senior/Fixed Rate July 2036 Aaa/AAA/AAA $100,000.00 Class A-3(3) Variable $50,000,000 Senior/Floater/Adjustable Rate July 2036 Aaa/AAA/AAA $100,000.00 Rate Senior/Inverse Floater/ Class A-4(3) Variable ------------------------------------ Rate Notional Interest Only/Adjustable Rate July 2036 Aaa/AAA/AAA $1,000,000.00 Class A-5(4) Variable $25,000,000 Senior/Floater/Adjustable Rate July 2036 Aaa/AAA/AAA $100,000.00 Rate Class A-6(4) Variable Notional Senior/Inverse Floater/ July 2036 Aaa/AAA/AAA $1,000,000.00 Rate Interest Only/Adjustable Rate Class A-7(5) Variable $5,000,000 Senior/Floater/Adjustable Rate July 2036 Aa1/AAA/AAA $100,000.00 Rate Class A-8(5) Variable $208,333 Senior/Inverse Floater/Adjustable July 2036 Aaa/AAA/AAA $100,000.00 Rate Rate Class A-9 6.00% $140,586,000 Super Senior/Fixed Rate July 2036 Aaa/AAA/AAA $100,000.00 Class A-10 6.00% $9,754,000 Super Senior/Fixed Rate July 2036 Aaa/AAA/AAA $100,000.00 Class A-11 6.00% $57,500,000 Senior/Retail/Fixed Rate July 2036 Aaa/AAA/AAA $1,000.00 Class A-12 6.00% $102,866,700 Super Senior/Fixed Rate July 2036 Aaa/AAA/AAA $100,000.00 Class A-13 6.00% $64,933,000 Super Senior/Accretion Directed/ July 2036 Aaa/AAA/AAA $100,000.00 Fixed Rate Class A-14 6.00% $25,000,000 Super Senior/Accrual/Fixed Rate July 2036 Aaa/AAA/AAA $100,000.00 Class A-15 6.00% $50,849,000 Super Senior/Lockout/Fixed Rate July 2036 Aaa/AAA/AAA $100,000.00 Class A-16 6.00% $14,502,000 Super Senior/Lockout/Fixed Rate July 2036 Aaa/AAA/AAA $100,000.00 Class A-P 0.00% $2,070,240 Senior/Principal Only July 2036 Aaa/AAA/AAA $100,000.00 Class A-V Variable Notional Senior/Interest Only/Variable Rate July 2036 Aaa/AAA/AAA $2,000,000.00 Rate Class R-I 6.00% $100.00 Senior/Residual/Fixed Rate July 2036 Aaa/AAA/AAA (6) Class R-II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.6.00% $66.66 Senior/Residual/Fixed Rate July 2036 Aaa/AAA/AAA (4) Class M-1 6.00% $11,691,400 Mezzanine/Fixed Rate July 2036 NA/NA/AA $100,000.00 Class M-2 6.00% $3,597,300 Mezzanine/Fixed Rate July 2036 NA/NA/A $250,000.00 Class M-3 6.00% $2,398,200 Mezzanine/Fixed Rate July 2036 NA/NA/BBB $250,000.00 Class B-1 6.00% $1,199,100 Subordinate/Fixed Rate July 2036 NA/NA/BB $250,000.00 Class B-2 6.00% $1,199,100 Subordinate/Fixed Rate July 2036 NA/NA/B $250,000.00 Class B-3 6.00% $1,199,233 Subordinate/Fixed Rate July 2036 NA/NA/NA $250,000.00

PRELIMINARY STATEMENT. Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof. The Depositor intends to sell Certificates, pass-through certificates to be issued hereunder in multiple Classes, classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund consisting primarily of the Mortgage Loans and Mortgage Certificates. As provided herein, the Trustee will elect to treat that the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC Trust Fund be treated for federal income tax purposespurposes as two separate real estate mortgage investment conduits within the meaning of the Code. The Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class X-1 and such segregated pool of assets Class X-2 Certificates will be designated as the "REMIC I". The Class regular interests," and the R Certificates Certificate will represent ownership of (among other things) be designated as the sole class of "residual interestsinterest," in the Upper-Tier REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Class AL, Class BL, Class CL, Class DL, Class EL, Class FL, Class GL, Class AR-L and Class X-1L Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual regular interests" in the Lower-Tier REMIC II and the Class LR Certificate will be designated as the "residual interest" in the Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law. The following table sets forth forth, to the extent applicable, the Class designation, the REMIC II Remittance initial Certificate Principal Amount and Pass-Through Rate and the initial Uncertificated Principal Balance for each Class of Certificates comprising the interests in the Upper-Tier REMIC II Regular Interestscreated hereunder. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Initial Certificate Pass-Through Designation Principal Amount Rate ----------- ---------------- ------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. DESIGNATION UncertificatedInitial Uncertificated Latest REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the I Pass- Principal BalancePossible Maturity(1) Through Rate REMIC I Regular Interests as a Interest T 7.60% $75,000,000.00 July 25, 2018 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the U 0.6666666% $71,226,131.00 July 25, 2018 REMIC II I Regular Interest V 0.00% $9,996,650.00 July 25, 2018 REMIC I Regular Interest W 7.60% $41,535,219.00 July 25, 2018 REMIC I Regular Interest X 7.60% $2,175,000.00 July 25, 2018 REMIC I Regular Interest Y 4.75% $2,229,316.00 July 25, 2018 REMIC I Regular Interest Z 0.00% $437,559.00 July 25, 2018 REMIC I IO Regular Interests will be certificated.(2) (3) July 25, 2018 ___________________

PRELIMINARY STATEMENT. PHH Mortgage is engaged in the business, inter alia, of making loans to individuals, the repayment of which is secured by a first lien mortgage on such individuals’ residences. ▇▇▇▇▇▇’▇ Gate is engaged in the business of purchasing such mortgage loans from PHH Mortgage and selling same to investors. PHH Mortgage has established certain terms, conditions and loan programs, as described in the PHH Investor Manual (the “PHH Guide”), which may be updated from time to time, and Purchaser is willing to purchase mortgage loans that comply with the terms of such terms, conditions and loan programs. The Depositor intends Sellers intend to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive as hereinafter identified) to the Purchaser on the terms and subject to the conditions set forth in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage pool comprising the Trust Fund. The Trust Fund will be evidenced by a single series of certain amounts payable thereonmortgage pass-through certificates designated as PHH Alternative Mortgage Trust, Series 2007-3 Mortgage Pass-Through Certificates (the “Certificates”). The Certificates will consist of 10 classes of certificates. The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2007 (the “Pooling and Servicing Agreement”), among the Purchaser as depositor, ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (the “Master Servicer”) and certain other assets as a REMIC for federal income tax purposessecurities administrator and HSBC Bank USA, National Association as trustee (the “Trustee”). The Purchaser will sell the Class A-1, Class A-2, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates to Deutsche Bank Securities Inc. (“DBSI”), pursuant to the Underwriting Agreement, dated as of June 25, 2007, between the Purchaser and DBSI, and such segregated pool of assets will be designated as "REMIC I"the Terms Agreement, dated June 25, 2007, between the Purchaser and DBSI. The Purchaser will sell the Class CE and Class R Certificates will represent ownership to DBSI pursuant to the Purchase Agreement dated as of (among other things) June 28, 2007 between the sole class Purchaser and DBSI. The Purchaser and the Sellers wish to prescribe the terms and manner of "residual interests" in REMIC I for purposes purchase by the Purchaser and sale by the Sellers of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is Mortgage Loans, and the Rated Final Distribution Date. None management and servicing of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided hereinMortgage Loans by the Servicer, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificatedthis Agreement.

PRELIMINARY STATEMENT. The Depositor intends to sell Certificatesmortgage pass-through certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Pooled Trust Mortgage Loans (exclusive of certain amounts payable thereonthe Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R R-I Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for For federal income tax purposes, each REMIC I Regular Interest is will be designated as a separate "regular interest" in REMIC I for purposes of the Rated Final Distribution DateREMIC Provisions under federal income tax law. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates (or, in the case of a Class of Class X Certificates, each Component thereof) will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth forth: (i) the designation, class designation of each Class of Sequential Pay Certificates; (ii) the REMIC II Remittance Rate and the initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I Regular Interest or REMIC I Regular Interests (each, a "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and (iv) the initial REMIC I Principal Balance of each Corresponding REMIC I Regular Interest. ---------------------------------------------------------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------------------------------------------------------- Class A-1 $ __________ [LA-1-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-1-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-1-3 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-1-4] $ _________ ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------------------------------------------------------- Class A-2 $ _________ [LA-2-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-3 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-4 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-5 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-6 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-2-7] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class A-3A $ _________ [LA-3A-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-3A-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class A-3B $ _________ [LA-3B-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-3B-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-3B-3] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class A-SB $ _________ [LA-SB-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-SB-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-SB-3] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class A-4 $ _________ [LA-4-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-4-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-4-3 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-4-4 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LA-4-5] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class AM $ _________ LAM $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class AJ $ _________ LAJ $ _________ ---------------------------------------------------------------------------------------------------------------------------- -2- ---------------------------------------------------------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------------------------------------------------------- Class B $ _________ LB $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class C $ _________ [LC-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LC-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class D $ _________ [LD-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LD-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LD-3 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LD-4 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LD-5] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class E $ _________ [LE-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LE-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LE-3] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class F $ _________ [LF-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LF-2 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LF-3] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class G $ _________ [LG-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LG-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class H $ _________ [LH-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LH-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class J $ _________ [LJ-1 $ _________ ---------------------------------------------------------------------------------------------------------------------------- LJ-2] $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class K $ _________ LK $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class L $ _________ LL $ _________ ---------------------------------------------------------------------------------------------------------------------------- -3- ---------------------------------------------------------------------------------------------------------------------------- Class of Corresponding Sequential Pay Original Class REMIC I Initial REMIC I Certificates Principal Balance Regular Interest(s) Principal Balance ---------------------------------------------------------------------------------------------------------------------------- Class M $ _________ LM $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class N $ _________ LN $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class P $ _________ LP $ _________ ---------------------------------------------------------------------------------------------------------------------------- Class Q $ _________ LQ $ _________ ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- [There exists one Trust Mortgage Loan, the [Blackacre] Trust Mortgage Loan, that has a Cut-off Date Balance of $_________ and is evidenced by a Mortgage Note designated as ["Amended and Restated Note A2"], which is part of a loan group comprised of that Trust Mortgage Loan and several other mortgage loans, namely the [Blackacre] Pari Passu Non-Trust Loan and the [Blackacre] Subordinate Non-Trust Loans, that are all secured by the same Mortgage encumbering the [Blackacre] Mortgaged Property. The [Blackacre] Pari Passu Non-Trust Loan, which is pari passu in right of payment and in other respects with the [Blackacre] Trust Mortgage Loan, has a Cut-off Date Balance of $_____________ and is evidenced by a Mortgage Note designated as "Amended and Restated Note A1". The [Blackacre] Pari Passu Non-Trust Mortgage Loan, which will not be included in the Trust Fund, is, as of the REMIC II Regular InterestsClosing Date, included in a commercial mortgage securitization (the "[Other Series] Securitization") involving the issuance of the [Other Securitization Trust 200_], Commercial Mortgage Pass-Through Certificates, Series 200_. The Latest Possible Maturity Date for each REMIC II Regular Interest is [Blackacre] Trust Mortgage Loan, the Rated Final Distribution Date[Blackacre] Pari Passu Non-Trust Loan and the [Blackacre] Subordinate Non-Trust Loans collectively constitute the [Blackacre] Loan Combination. None The relative rights of the REMIC II Regular Interests holder of the [Blackacre] Trust Mortgage Loan and the respective holders of the [Blackacre] Non-Trust Loans are set forth in the [Blackacre] Intercreditor Agreement. As of the Closing Date, the entire [Blackacre] Loan Combination is being, and will continue to be, serviced and administered in accordance with the Pooling and Servicing Agreement, dated as of _____ 1, _______ (the "[Other Series] Pooling and Servicing Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor, [Name of Mast▇▇ ▇▇▇▇i▇▇▇], as master servicer (in such capacity, the "[Other Series] Master Servicer") and as special servicer (in such capacity, the "[Other Series] Special Servicer") and ________________, as trustee (in such capacity, the "[Other Series] Trustee"). Accordingly, the [Blackacre] Trust Mortgage Loan, although part of the Trust Fund, will be certificatedserviced and administered in accordance with the [Other Series] Pooling and Servicing Agreement by the [Other Series] Master Servicer and the [Other Series] Special Servicer for so long as the [Blackacre] Pari Passu Non-Trust Loan is part of the trust fund created in connection with the [Other Series] Securitization.] The portion of the Trust Fund consisting of (i) the Additional Interest and the Additional Interest Account and (ii) amounts held from time to time in the Collection Account and/or the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust Z". In addition, the portions of the Trust Fund consisting of (i) the Excess Servicing Strip and (ii) amounts held from time to time in the Collection Account that represent the Excess Servicing Strip shall be treated as a grantor trust for federal income tax purposes, and such grantor trust will be designated as "Grantor Trust E". As provided herein, the Trustee shall take all actions reasonably necessary to ensure that each of the respective portions of the Trust Fund consisting of Grantor Trust Z and Grantor Trust E, respectively, maintains its status as a "grantor trust" under federal income tax law and is not treated as part of REMIC I or REMIC II. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent agree as follows:

PRELIMINARY STATEMENT. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Depositor intends to sell Certificates, pass-through certificates to be issued hereunder in multiple Classes, classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund consisting primarily of the Mortgage Loans. As provided herein, the Trustee will elect to treat that the segregated pool of assets consisting Trust Fund, exclusive of the Pooled Mortgage Loans Default Interest, the Class Q Distribution Account, the Deferred Interest and the Deferred Interest Distribution Account (exclusive such portion of certain amounts payable thereon) and certain other assets as a REMIC the Trust Fund, the "Trust REMICs"), be treated for federal income tax purposespurposes as two separate real estate mortgage investment conduits (each, a "REMIC" or, in the alternative, the "Upper-Tier REMIC" and such segregated pool of assets will be designated as the "REMIC ILower-Tier REMIC," respectively). The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-3, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates represent "regular interests" in the Upper-Tier REMIC. The Class R Certificates will represent ownership of (among other things) constitute the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"Upper-Tier REMIC. The Class R LR Certificates will represent ownership of (among other things) constitute the sole class of "residual interests" in the Lower-Tier REMIC II for purposes of the REMIC Provisions Provisions. There are also ten classes of uncertificated Lower-Tier Regular Interests issued under federal income tax lawthis Agreement (the Class LA-1, Class ▇▇-▇, ▇▇▇▇▇ ▇▇-▇, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and Class LJ Interests), each of which will constitute a regular interest in the Lower-Tier REMIC. All such Lower-Tier Regular Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The parties intend that the portions of the Trust Fund representing assets of the Grantor Trust, including the Default Interest, the Class Q Distribution Account, the Deferred Interest and the Deferred Interest Distribution Account will be treated as a grantor trust under Subpart E of Part 1 of Subchapter J of the Code, that the Class Q Certificates represent pro rata undivided beneficial interests in the portion of the Trust Fund consisting of the Default Interest, subject to the obligation of the Trust Fund to pay Advance Interest Amounts, and the Class Q Distribution Account, and that the Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates represent undivided beneficial interests in specified portions of the Trust Fund consisting of the Deferred Interest and the Deferred Interest Distribution Account. The following table sets forth the designationdesignation and aggregate initial Certificate Principal Amount (or, with respect to the REMIC II Remittance Rate and the Class X Certificates, aggregate initial Uncertificated Principal Balance Notional Amount) for each Class of Certificates (other than the REMIC II Regular InterestsClass R, Class LR and Class Q Certificates). The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.Initial Certificate Principal Amount or Class Notional Amount ----- ------------------- Class A-1.................. $176,000,000 Class A-2.................. $102,000,000 Class A-3.................. $393,239,000 Class X (1)................ $796,229,000 Class B.................... $ 13,888,000 Class C.................... $ 46,293,000 Class D.................... $ 64,809,000 Class E.................... $ 46,292,000 Class F.................... $ 11,663,000 Class G.................... $ 30,000,000 Class H.................... $ 27,776,000 Class J.................... $ 13,888,151

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated REMIC I Pass- Initial Uncertificated Latest Designation Through Rate Principal Balance Possible Maturity(1) ----------- ------------ ------------------------ -------------------- Uncertificated REMIC I 6.75% $84,727,000.00 May 25, 2031 Regular Interest R Uncertificated REMIC I 6.75% $13,107,000.00 May 25, 2031 Regular Interest S Uncertificated REMIC I 6.75% $88,918,595.00 May 25, 2031 Regular Interest T Uncertificated REMIC I 6.75% $86,272,000.00 May 25, 2031 Regular Interest V Uncertificated REMIC I 0.00% $ 2,022,405.00 May 25, 2031 Regular Interest W Uncertificated REMIC I 6.75% $ 9,256,275.40 May 25, 2031 Regular Interest X Uncertificated REMIC I 0% $ 482,602.33 May 25, 2031 Regular Interest Y Uncertificated REMIC I Variable (2) N/A(3) May 25, 2031 IO Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.-------------------

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets but excluding the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II"" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class R I-A Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class III-A-1 Certificates, Class III-A-2 Certificates, Class III-A-3 Certificates, Class IV-A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates, will be "regular interests" in REMIC II and the Class R-II Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC II therein for purposes of the REMIC Provisions under federal income tax lawProvisions. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Remittance Rate and I Pass-Through Rate, the initial Uncertificated Principal Balance Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC II I Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the Uncertificated REMIC II I Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Rounding Account, the Reserve Fund and certain other assets the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as the "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-3A Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the DESIGNATION Uncertificated REMIInitial Uncertificated Latest I Pass-Through Rate Principal Balance Possible Maturity(1) REMIC I Regular Interests as a Interest T$ 122,060,928.13 5.75% March 25, 2033 REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II I Regular Interest is the Rated Final Distribution Date. None of the $ 18,181,818.00 8.50% March 25, 2033 REMIC II I Regular Interest $ 40,000,000.00 4.50% March 25, 2033 REMIC I Regular Interest $ 74,799,662.00 8.00% March 25, 2033 REMIC I Regular Interest X$ 138,299,238.00 4.5330790651% March 25, 2033 REMIC I Regular Interest $ 16,975,000.00 5.75% March 25, 2033 REMIC I Regular Interest$Z 2,504,595.10 0.00% March 25, 2033 REMIC I (2) (3) March 25, 2033 IO Regular Interests will be certificated.___________________

PRELIMINARY STATEMENT. The Depositor intends to sell Certificatesmortgage pass-through certificates, to be issued hereunder in multiple Classesclasses (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in the Trust a trust fund to be created hereunder, the primary assets of which will be the Trust Mortgage Loans. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Pooled Trust Mortgage Loans (exclusive of certain amounts payable thereonthe Broker Strip, the Excess Servicing Strip and that portion of the interest payments on the Trust Mortgage Loans that constitutes Additional Interest) and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". I." The Class R Certificates R-I Residual Interest will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests , and will be certificatedrepresented by the Class R-I Certificates. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R R-II Certificates will represent ownership of (among other things) evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth forth: (i) the designation, class designation of each Class of Sequential Pay Certificates; (ii) the REMIC II Remittance Rate and the initial Uncertificated Original Class Principal Balance for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I Regular Interest or REMIC I Regular Interests (each, a "Corresponding REMIC I Regular Interest") for each Class of Sequential Pay Certificates; (iv) the REMIC I Principal Balance of each Corresponding REMIC I Regular Interest; and (v) the corresponding component or components (each, a "Corresponding Component") of the REMIC II Regular Interests. The Latest Possible Maturity Date Class X Certificates for each Class of Sequential Pay Certificates. ------------------------------------------------------------------------------------------------------------------------------ Corresponding Class of Corresponding Component of Sequential Pay Original Class REMIC II I REMIC I the Class X Certificates Principal Balance Regular Interest is Principal Balance Certificates ------------ ----------------- ---------------- ----------------- ------------ ------------------------------------------------------------------------------------------------------------------------------ Class A-1 $ 52,161,616 LA-1-1 $ 2,544,616 X-A-1-1 ------------------------------------------------------------------------------------------------------------------------------ LA-1-2 $ 3,290,000 X-A-1-2 ------------------------------------------------------------------------------------------------------------------------------ LA-1-3 $ 17,261,000 X-A-1-3 ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ Corresponding Class of Corresponding Component of Sequential Pay Original Class REMIC I REMIC I the Rated Final Distribution Date. None Class X Certificates Principal Balance Regular Interest Principal Balance Certificates ------------ ----------------- ---------------- ----------------- ------------ ------------------------------------------------------------------------------------------------------------------------------ LA-1-4 $ 29,066,000 X-A-1-4 ------------------------------------------------------------------------------------------------------------------------------ Class A-2 $ 379,800,000 LA-2-1 $ 2,318,000 X-A-2-1 ------------------------------------------------------------------------------------------------------------------------------ LA-2-2 $ 18,687,000 X-A-2-2 ------------------------------------------------------------------------------------------------------------------------------ LA-2-3 $ 18,303,000 X-A-2-3 ------------------------------------------------------------------------------------------------------------------------------ LA-2-4 $ 17,493,000 X-A-2-4 ------------------------------------------------------------------------------------------------------------------------------ LA-2-5 $ 16,989,000 X-A-2-5 ------------------------------------------------------------------------------------------------------------------------------ LA-2-6 $ 206,495,000 X-A-2-6 ------------------------------------------------------------------------------------------------------------------------------ LA-2-7 $ 50,392,000 X-A-2-7 ------------------------------------------------------------------------------------------------------------------------------ LA-2-8 $ 10,754,000 X-A-2-8 ------------------------------------------------------------------------------------------------------------------------------ LA-2-9 $ 12,603,000 X-A-2-9 ------------------------------------------------------------------------------------------------------------------------------ LA-2-10 $ 25,766,000 X-A-2-10 ------------------------------------------------------------------------------------------------------------------------------ Class A-3 $ 65,000,000 LA-3-1 $ 24,470,000 X-A-3-1 ------------------------------------------------------------------------------------------------------------------------------ LA-3-2 $ 40,530,000 X-A-3-2 ------------------------------------------------------------------------------------------------------------------------------ Class A-4 $ 169,657,000 LA-4-1 $ 4,824,000 X-A-4-1 ------------------------------------------------------------------------------------------------------------------------------ LA-4-2 $ 7,710,000 X-A-4-2 ------------------------------------------------------------------------------------------------------------------------------ LA-4-3 $ 157,123,000 X-A-4-3 ------------------------------------------------------------------------------------------------------------------------------ Class A-1A(1) $ 163,804,000 LA-1A-1 $ 616,000 X-A-1A-1 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-2 $ 785,000 X-A-1A-2 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-3 $ 3,531,000 X-A-1A-3 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-4 $ 4,014,000 X-A-1A-4 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-5 $ 3,959,000 X-A-1A-5 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-6 $ 3,892,000 X-A-1A-6 ------------------------------------------------------------------------------------------------------------------------------ -2- ------------------------------------------------------------------------------------------------------------------------------ Corresponding Class of Corresponding Component of Sequential Pay Original Class REMIC I REMIC I the Class X Certificates Principal Balance Regular Interest Principal Balance Certificates ------------ ----------------- ---------------- ----------------- ------------ ------------------------------------------------------------------------------------------------------------------------------ LA-1A-7 $ 3,809,000 X-A-1A-7 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-8 $ 3,698,000 X-A-1A-8 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-9 $ 3,593,000 X-A-1A-9 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-10 $ 30,134,000 X-A-1A-10 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-11 $ 2,621,000 X-A-1A-11 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-12 $ 10,118,000 X-A-1A-12 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-13 $ 2,253,000 X-A-1A-13 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-14 $ 21,449,000 X-A-1A-14 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-15 $ 1,566,000 X-A-1A-15 ------------------------------------------------------------------------------------------------------------------------------ LA-1A-16 $ 67,766,000 X-A-1A-16 ------------------------------------------------------------------------------------------------------------------------------ Class B $ 26,946,000 LB $ 26,946,000 X-B ------------------------------------------------------------------------------------------------------------------------------ Class C $ 11,023,000 LC $ 11,023,000 X-C ------------------------------------------------------------------------------------------------------------------------------ Class D $ 25,721,000 LD-1 $ 2,500,000 X-D-1 ------------------------------------------------------------------------------------------------------------------------------ LD-2 $ 3,208,000 X-D-2 ------------------------------------------------------------------------------------------------------------------------------ LD-3 $ 20,013,000 X-D-3 ------------------------------------------------------------------------------------------------------------------------------ Class E $ 11,024,000 LE-1 $ 146,000 X-E-1 ------------------------------------------------------------------------------------------------------------------------------ LE-2 $ 4,862,000 X-E-2 ------------------------------------------------------------------------------------------------------------------------------ LE-3 $ 4,588,000 X-E-3 ------------------------------------------------------------------------------------------------------------------------------ LE-4 $ 1,428,000 X-E-4 ------------------------------------------------------------------------------------------------------------------------------ Class F $ 13,473,000 LF-1 $ 2,548,000 X-F-1 ------------------------------------------------------------------------------------------------------------------------------ LF-2 $ 5,998,000 X-F-2 ------------------------------------------------------------------------------------------------------------------------------ LF-3 $ 4,927,000 X-F-3 ------------------------------------------------------------------------------------------------------------------------------ -3- ------------------------------------------------------------------------------------------------------------------------------ Corresponding Class of Corresponding Component of Sequential Pay Original Class REMIC II I REMIC I the Class X Certificates Principal Balance Regular Interests will be certificated.Interest Principal Balance Certificates ------------ ----------------- ---------------- ----------------- ------------ ------------------------------------------------------------------------------------------------------------------------------ Class G $ 12,248,000 LG-1 $ 6,683,000 X-G-1 ------------------------------------------------------------------------------------------------------------------------------ LG-2 $ 5,565,000 X-G-2 ------------------------------------------------------------------------------------------------------------------------------ Class H $ 11,023,000 LH-1 $ 91,000 X-H-1 ------------------------------------------------------------------------------------------------------------------------------ LH-2 $ 8,968,000 X-H-2 ------------------------------------------------------------------------------------------------------------------------------ LH-3 $ 1,964,000 X-H-3 ------------------------------------------------------------------------------------------------------------------------------ Class J $ 3,675,000 LJ $ 3,675,000 X-J ------------------------------------------------------------------------------------------------------------------------------ Class K $ 4,899,000 LK $ 4,899,000 X-K ------------------------------------------------------------------------------------------------------------------------------ Class L $ 4,899,000 LL-1 $ 4,132,000 X-L-1 ------------------------------------------------------------------------------------------------------------------------------ LL-2 $ 767,000 X-L-2 ------------------------------------------------------------------------------------------------------------------------------ Class M $ 4,899,000 LM $ 4,899,000 X-M ------------------------------------------------------------------------------------------------------------------------------ Class N $ 2,450,000 LN $ 2,450,000 X-N ------------------------------------------------------------------------------------------------------------------------------ Class P $ 3,674,000 LP $ 3,674,000 X-P ------------------------------------------------------------------------------------------------------------------------------ Class Q $ 13,473,705 LQ $ 13,473,705 X-Q ------------------------------------------------------------------------------------------------------------------------------

PRELIMINARY STATEMENT. The Depositor intends to sell In exchange for the Certificates, the Depositor hereby conveys the Trust Estate to the Trustee to create the Trust. The Trust Estate for federal income tax purposes will be issued hereunder in multiple Classestreated as two separate real estate mortgage investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively, which and each, a "REMIC"). The Senior Certificates (other than the Class CB-IO, Class X-PO, Class 1-A-R and Class 1-A-LR Certificates) are referred to collectively as the "Regular Certificates" and shall constitute "regular interests" in the aggregate Upper-Tier REMIC. The Class 1-X-PO Component, Class 1-IO Component, Class 2-X-PO Component, Class 2-IO Component, Class 3-X-PO Component and Class 4-X-PO Component (collectively, the "Components") shall also constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier REMIC. The Class 1-A-R Certificate shall be the "residual interest" in the Upper-Tier REMIC and the Class 1-A-LR Certificate shall be the "residual interest" in the Lower-Tier REMIC. The Certificates and the Uncertificated Lower-Tier Interests will evidence represent the entire beneficial ownership interest in the Trust to be created hereunderTrust. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC The "latest possible maturity date" for federal income tax purposes, and such segregated pool purposes of assets all interests created hereby will be designated as "REMIC I". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The Latest Possible Certificate Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth characteristics of the designation, the REMIC II Remittance Rate Certificates and the initial Uncertificated Principal Balance for Components, together with the minimum denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable (except that one Certificate of each Class of Certificates may be issued in any amount in excess of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None minimum denomination): Initial Class Integral Certificate Pass- Multiples Balance or Through Minimum in Excess Classes Notional Amount Rate Denomination of the REMIC II Regular Interests will be certificated.Minimum ------------------ ---------------- ---------- ------------- -------------- Class 1-A-1 $165,409,000.00 6.000% $1,000 $1 Class 1-A-R $50.00 6.000% $50 N/A Class 1-A-LR $50.00 6.000% $50 N/A Class 2-A-1 $93,876,000.00 6.000% $1,000 $1 Class CB-IO (1) 6.000% $1,000,000 $1 Class 3-A-1 $3,786,000.00 6.000% $1,000 $1 Class 3-A-2 $28,301,000.00 6.000% $1,000 $1 Class 3-A-3 $2,318,000.00 6.000% $1,000 $1 Class 3-IO $212,207.00 6.000% $212,207 N/A Class 4-A-1 $115,510,000.00 5.000% $1,000 $1 Class 4-IO $4,121,479.00 5.000% $1,000,000 $1 Class X-PO (2) (2) $25,000 $1 Class 15-PO $3,012,942.00 (3) $25,000 $1 Class 30-B-1 $5,984,000.00 6.000% $25,000 $1 Class 30-B-2 $2,911,000.00 6.000% $25,000 $1 Class 30-B-3 $1,617,000.00 6.000% $25,000 $1 Class 30-B-4 $1,617,000.00 6.000% $25,000 $1 Class 30-B-5 $1,132,000.00 6.000% $25,000 $1 Class 30-B-6 $1,293,698.00 6.000% $25,000 $1 Class 4-B-1 $1,576,000.00 5.000% $25,000 $1 Class 4-B-2 $242,000.00 5.000% $25,000 $1 Class 4-B-3 $364,000.00 5.000% $25,000 $1 Class 4-B-4 $182,000.00 5.000% $25,000 $1 Class 4-B-5 $121,000.00 5.000% $25,000 $1 Class 4-B-6 $182,087.00 5.000% $25,000 $1 Initial Integral Component Pass- Multiples Balance or Through Minimum In Excess Components Notional Amount Rate Denomination Of Minimum ---------- ---------------- ------- ------------ ---------- Class 1-X-PO $9,322,978.00 (4) N/A N/A Class 2-X-PO $4,085,577.00 (4) N/A N/A Class 3-X-PO $1,752,723.00 (4) N/A N/A Class 4-X-PO $10,000.00 (4) N/A N/A Class 1-IO $621,508.00 6.000% N/A N/A Class 2-IO $396,893.00 6.000% N/A N/A

PRELIMINARY STATEMENT. On January 23, 2006 the Depositor formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2006-1, as a Delaware statutory trust (the “Trust”) pursuant to (i) the Trust Agreement, dated as of January 23, 2006 (the “Original Trust Agreement”), among the Depositor, the Trustee and the Delaware Trustee and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delaware on January 23, 2006. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust’s Mortgage Pass-Through Certificates, Series 2006-1 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership of the Trust. The Depositor intends to sell the Certificates, to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderTrust. As provided hereinThe Certificates will consist of twelve classes of certificates, designated as (i) the Trustee will elect to treat Class A-1 Certificates, (ii) the segregated pool of assets consisting of Class A-2 Certificates, (iii) the Pooled Mortgage Loans Class A-3 Certificates, (exclusive of certain amounts payable thereoniv) the Class A-X Certificates, (v) the Class A-R Certificate, (vi) the Class B-1 Certificates, (vii) the Class B-2 Certificates, (viii) the Class B-3 Certificates, (ix) the Class B-4 Certificates, (x) the Class B-5 Certificates, (xi) the Class B-6 Certificates and certain other assets as a REMIC for (xii) the Class I Certificates. For federal income tax purposes, the Trust Fund (exclusive of the Additional Collateral, the Yield Maintenance Agreements, the Auction Swap Agreement, the Yield Maintenance Account, the Final Maturity Reserve Trust, the Final Maturity Reserve Account, and such segregated pool the Available Funds Cap Reserve Fund, collectively, the “Excluded Trust Assets”) is comprised of assets will be designated three REMICs in a tiered REMIC structure - REMIC 1 (the “Lower Tier REMIC”), REMIC 2 (the “Middle Tier REMIC”), and the upper tier REMIC (the “Upper Tier REMIC”). Each Certificate, other than the Class A-R Certificate, shall represent ownership of a regular interest in the Upper-Tier REMIC, as "REMIC I"described herein. In addition, the Class A-1, Class A-2 and Class A-3 Certificates represent the right to receive payments in respect of Available Funds Cap Shortfalls from the Available Funds Cap Reserve Fund as provided in Section 5.08 and the Yield Maintenance Account as provided in Section 5.09. The Class A-1 and Class A-2 Certificates also represent the right to receive payments in respect of the Final Maturity Reserve Account. The owners of the Class I Certificates beneficially own the Final Maturity Reserve Account and the Final Maturity Reserve Trust. The owners of the Class A-X Certificates beneficially own the Available Funds Cap Reserve Fund and the Yield Maintenance Account. The Class A-R Certificates will represent Certificate represents ownership of (among other things) the sole class of "residual interests" interest in each REMIC. The Lower Tier REMIC will hold as its assets all of the assets constituting the Trust Fund (exclusive of the Excluded Trust Assets) and will issue interests (the “Lower Tier Regular Interests”) (which will be uncertificated and will represent the regular interests in the Lower Tier REMIC) and a residual interest (the “Class LT1-R Interest”) which will also be uncertificated and which will represent the sole class of residual interest in the Lower Tier REMIC. The Middle Tier REMIC will hold as its assets the Lower Tier Regular Interests in REMIC I for 1 and will issue interests (also, the “Lower Tier Regular Interests”) (which will be uncertificated and will represent the regular interests in the Middle Tier REMIC) and a residual interest (the “Class LT2-R Interest”) which will be uncertificated and which will represent the sole class of residual interest in the Middle Tier REMIC. The Trustee will hold the Lower Tier Regular Interests in REMIC 2 as assets of the Upper Tier REMIC. The Certificates, other than the Class A-R Certificate, will represent “regular interests” in the Upper Tier REMIC, and the Class A-R Certificate, which will represent the sole class of “residual interest” in the Upper Tier REMIC as well as ownership of the Class LT1-R and Class LT2-R Interests. For purposes of the REMIC Provisions under federal income tax lawProvisions, the startup day is the Closing Date. The All REMIC regular and residual interests created hereby will be retired on or before the Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.

PRELIMINARY STATEMENT. The Depositor Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple Classesclasses, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunderFund. As provided herein, the Trustee REMIC Administrator will elect make an election to treat the entire segregated pool of assets consisting described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Pooled Mortgage Loans (exclusive of certain amounts payable thereon) but excluding the Reserve Fund and certain other assets the Initial Monthly Payment Fund), as a REMIC real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, purposes and such segregated pool of assets will be designated as "REMIC II." The Uncertificated REMIC I Regular Interests will be ". The regular interests" in REMIC I and the Class R R-I Certificates will represent ownership of (among other things) be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law(as defined herein). The Latest Possible Maturity Date for each A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interest is Interests will be designated as "REMIC II," and the Rated Final Distribution DateREMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-8A Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A- 12 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I Regular Interests will be certificated. REMIC II -------- As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Uncertificated REMIC I Pass- Initial Uncertificated Latest Designation Through Rate Principal Balance Possible Maturity(1) ----------- ------------ ------------------------ -------------------- Uncertificated REMIC I 6.75% $ 444,372,034.72 June 25, 2031 Regular Interest T Uncertificated REMIC I 6.75% $ 40,000,000.00 June 25, 2031 Regular Interest U Uncertificated REMIC I 6.50% $ 169,281,900.00 June 25, 2031 Regular Interest V Uncertificated REMIC I 9.00% $ 18,809,100.00 June 25, 2031 Regular Interest W Uncertificated REMIC I 0.00% $ 1,367,508.75 June 25, 2031 Regular Interest Y Uncertificated REMIC I Variable (2) N/A(3) June 25, 2031 IO Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". The Class R Certificates will represent ownership of (among other things) the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.________________