Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities Administrator on behalf On the Closing Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund (exclusive of which is hereby created. On the Closing Date, the Depositor will acquire: (i) the Swap AgreementREMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the Cap Agreement REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class H Certificates representing the right to receive and Excess Interest), the obligation E▇ ▇▇▇▇▇ III Regular Interests and, to pay Basis Risk Carryover Amountsthe extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Supplemental Interest Trust and Exchangeable Certificates as consideration for its transfer of the Supplemental Interest Trust Account E▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the obligation portion of the Class H Certificates representing the right to pay receive Excess Interest as consideration for its transfer to the Trust of such right. 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, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) in the case of the Class H Certificates, representing in the aggregate the entire beneficial ownership of the Class H Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class H Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Shortfalls Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Excluded Trust AssetsRegistered Certificates”) shall elect that two segregated asset pools within were offered for sale pursuant to the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code Depositor’s prospectus dated October 1, 2013 (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Prospectus”) Any inconsistencies or ambiguities in this Agreement or in ), as supplemented by a free writing prospectus dated October 2, 2013 (collectively, the administration of this Agreement shall be resolved in a manner that preserves “Free Writing Prospectus”, and together with the validity of such REMIC election. Each CertificateProspectus, other than the Class R Certificates“Preliminary Prospectus”), represents ownership of a regular interest in and as further supplemented by the Upper Tier REMIC for purposes of final prospectus supplement dated the REMIC Provisions. In additionPricing Date (the “Prospectus Supplement”, each Certificateand together with the Prospectus, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls“Final Prospectus”). The Class X-C, Class D, Class E, Class F, Class G, Class H and Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated October 2, REMIC 3 2013 (the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Upper Tier REMIC for purposes of Pricing Date (the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets“Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Certificates. The Trust Fund be treated is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the Code assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (each a “REMIC” or, in exclusive of the alternative, “Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as regular interests (the “Upper Tier REMIC.Subsidiary REMIC Regular Interests”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions). In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class X A-LR Certificate and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfallsshall designate such interest as its sole class of residual interest. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier Middle REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class LT3-R R-2 interest and shall designate such interest as its sole class of residual interest. In addition, and each such Lower Tier Interest is hereby designated as a the Middle REMIC shall issue the uncertificated REMIC regular interest in interests set forth below for the Middle REMIC 3 for purposes (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC ProvisionsRegular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. REMIC 3 The Class A-UR Certificate shall hold as its assets not be considered a Certificate issued by the uncertificated Lower Tier Interests in REMIC 2Master REMIC, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 but instead shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property represent beneficial ownership of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 Class R-2 and REMIC 3 and the Excluded Trust AssetsClass R-3 interests.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Certificates. The Trust Fund be treated is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the Code assets constituting the Trust Fund corresponding to Collateral Group 1, Collateral Group 2 and Collateral Group 3 (each a “REMIC” or, in exclusive of the alternative, “Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as regular interests (the “Upper Tier REMIC.Subsidiary REMIC Regular Interests”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions). In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class X A-LR Certificate and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfallsshall designate such interest as its sole class of residual interest. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier Middle REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class LT3-R R-2 interest and shall designate such interest as its sole class of residual interest. In addition, and each such Lower Tier Interest is hereby designated as a the Middle REMIC shall issue the uncertificated REMIC regular interest in interests set forth below for the Middle REMIC 3 for purposes (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC ProvisionsRegular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Exchangeable Certificates and the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. REMIC 3 The Class A-UR Certificate shall hold as its assets not be considered a Certificate issued by the uncertificated Lower Tier Interests in REMIC 2Master REMIC, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 but instead shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property represent beneficial ownership of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 Class R-2 and REMIC 3 and the Excluded Trust AssetsClass R-3 interests.

PRELIMINARY STATEMENT. The Securities Administrator on behalf On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund (exclusive of which is hereby created. On the Closing Date, the Depositor will acquire: (i) the Swap AgreementREMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the Cap Agreement REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the right REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to receive and the obligation extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to pay Basis Risk Carryover Amounts, the Trust; (iv) the Supplemental Interest Trust and Exchangeable Certificates as consideration for its transfer of the Supplemental Interest Trust Account ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the obligation Class V Certificates as consideration for its transfer to pay the Trust of the right to receive Excess Interest. 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, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Shortfalls Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Excluded Trust AssetsRegistered Certificates”) shall elect that two segregated asset pools within were offered for sale pursuant to the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code Depositor’s prospectus dated October 1, 2013 (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Prospectus”) Any inconsistencies or ambiguities in this Agreement or in ), as supplemented by a free writing prospectus dated May 29, 2014, as further supplemented by the administration of this Agreement shall be resolved in a manner that preserves free writing prospectus dated June 4, 2014 (collectively, the validity of such REMIC election. Each Certificate“Free Writing Prospectus”, other than and together with the Class R CertificatesProspectus, represents ownership of a regular interest in the Upper Tier REMIC for purposes of “Preliminary Prospectus”), and as further supplemented by the REMIC Provisions. In additionfinal prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, each Certificateand together with the Prospectus, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls“Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificate represents ownership of Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated May 29, 2014 (as supplemented by the sole Class of residual interest in each of REMIC 1preliminary private placement memorandum supplement, REMIC 2dated June 4, REMIC 3 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Upper Tier REMIC for purposes of Pricing Date (the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets“Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Net Rate Carryover AmountsAmounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the REMIC Maximum Rate, (ii) the Carryover Reserve Fund, (iii) the Cap Contract (iv) the Cap Account, and (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative the “REMIC 1Subsidiary REMIC,” REMIC 2the “Middle REMIC,” the “REMIC 3Master REMIC”, the “Class C REMIC,” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Class P REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R R, Class R-X, Class P, and Class C Certificates, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X R-X, Class P, and Class P C Certificates, represents (i) the right to receive payments with respect to any Basis Risk Net Rate Carryover Amounts and (ii) to the obligation to pay Class I Shortfallsextent such amounts reflect an interest rate greater than the REMIC Maximum Rate. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1the Subsidiary REMIC, REMIC 2the Middle REMIC, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class R-X Certificate represents ownership of the sole Class of residual interest in each of the Class C REMIC and the Class P REMIC. The Class C REMIC shall hold as its assets the uncertificated Lower Tier Interests Class C interest in the Master REMIC 3, other than and the Class LT3-R interest, and each P REMIC shall hold as its assets the uncertificated Class P interest in the Master REMIC. Each such Lower Tier Interest interest is hereby designated as a regular interest in REMIC 3 the Master REMIC, for purposes of the REMIC Provisions. The Master REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 2the Middle REMIC, other than the MT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Middle REMIC 2for purposes of the REMIC Provisions. The Middle REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 1the Subsidiary REMIC, other than the LT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests interests in the Subsidiary REMIC 1and the Middle REMIC and the uncertificated Class C interest and the uncertificated Class P interest, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Interest Rate Swap Agreement, (ii) the Cap Agreement Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Net WAC Rate Carryover Amounts, (iv) the Supplemental Interest Trust and Net WAC Rate Carryover Reserve Account, (v) the Supplemental Interest Trust Account Trust, (vi) any prepayment charges other than the Class P Prepayment Charges and (vvii) the obligation to pay Class I Shortfalls IO Distribution Amounts (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative the “REMIC 1Subsidiary REMIC,” REMIC 2the “Middle REMIC,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Master REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X CE and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class I ShortfallsIO Distribution Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1the Subsidiary REMIC, REMIC 2the Middle REMIC, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Master REMIC shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 3the Middle REMIC, other than the Class LT3MT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Middle REMIC 3 for purposes of the REMIC Provisions. The Middle REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 2the Subsidiary REMIC, other than the LT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests interests in the Subsidiary REMIC 1and the Middle REMIC, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf On the Closing Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund (exclusive of which is hereby created. On the Closing Date, the Depositor will acquire: (i) the Swap AgreementREMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the Cap Agreement REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class H Certificates representing the right to receive and Excess Interest), the obligation E▇ ▇▇▇▇▇ III Regular Interests and, to pay Basis Risk Carryover Amountsthe extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Supplemental Interest Trust and Exchangeable Certificates as consideration for its transfer of the Supplemental Interest Trust Account E▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the obligation portion of the Class H Certificates representing the right to pay receive Excess Interest as consideration for its transfer to the Trust of such right. 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, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) in the case of the Class H Certificates, representing in the aggregate the entire beneficial ownership of the Class H Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class H Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Shortfalls Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Excluded Trust AssetsRegistered Certificates”) shall elect that two segregated asset pools within were offered for sale pursuant to the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code Depositor’s prospectus dated October 1, 2013 (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Prospectus”) Any inconsistencies or ambiguities in this Agreement or in ), as supplemented by a free writing prospectus dated November 18, 2013, as further supplemented by the administration of this Agreement shall be resolved in a manner that preserves free writing prospectus dated November 25, 2013 (collectively, the validity of such REMIC election. Each Certificate“Free Writing Prospectus”, other than and together with the Class R CertificatesProspectus, represents ownership of a regular interest in the Upper Tier REMIC for purposes of “Preliminary Prospectus”), and as further supplemented by the REMIC Provisions. In additionfinal prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, each Certificateand together with the Prospectus, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls“Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H and Class R Certificate represents ownership of Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated November 18, 2013 (as supplemented by the sole Class of residual interest in each of REMIC 1preliminary private placement memorandum supplement, REMIC 2dated November 25, REMIC 3 2013, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Upper Tier REMIC for purposes of Pricing Date (the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets“Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (iiu) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vvi) the obligation obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 43,”; REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities Administrator on behalf On the Closing Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund (exclusive of which is hereby created. On the Closing Date, the Depositor will acquire: (i) the Swap AgreementREMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the Cap Agreement REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive and Excess Interest), the obligation E▇ ▇▇▇▇▇ III Regular Interests, the Swap REMIC III Regular Interests and, to pay Basis Risk Carryover Amountsthe extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Supplemental Interest Trust and Exchangeable Certificates as consideration for its transfer of the Supplemental Interest Trust Account and E▇ ▇▇▇▇▇ III Regular Interests to the Trust; (v) the obligation Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to pay the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. 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 Shortfalls Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets, (H) the Swap Floating Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Floating Rate Grantor Trust Assets, (I) the Swap Fixed Rate Certificates, representing in the aggregate the entire beneficial ownership of the related Swap Fixed Rate Grantor Trust Assets, and (F) in the case of the Class J Certificates, representing in the aggregate the entire beneficial ownership of the Class J Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and the Holders of the Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates (other than the Class A-3FL and Class A-3FX Certificates), the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Excluded Trust AssetsRegistered Certificates”) shall elect that two segregated asset pools within were offered for sale pursuant to the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code Depositor’s prospectus dated December 31, 2012 (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Prospectus”) Any inconsistencies or ambiguities in this Agreement or in ), as supplemented by a free writing prospectus dated June 13, 2013, as further supplemented by the administration of this Agreement shall be resolved in a manner that preserves free writing prospectus dated June 20, 2013, the validity of such REMIC election. Each Certificatefree writing prospectus dated June 20, other than 2013, the Class R Certificatesfree writing prospectus dated June 24, represents ownership of a regular interest in 2013 and the Upper Tier REMIC for purposes of free writing prospectus dated June 24, 2013 (collectively, the REMIC Provisions. In addition“Free Writing Prospectus”, each Certificateand together with the Prospectus, other than the Class R“Preliminary Prospectus”), Class X and Class P Certificatesas further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, represents (i) and together with the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) Prospectus, the obligation to pay Class I Shortfalls“Final Prospectus”). The Class A-3FL, Class A-3FX, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificate represents ownership of Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated June 13, 2013 (the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Upper Tier REMIC for purposes of Pricing Date (the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets“Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Securities Administrator on behalf On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund (exclusive of which is hereby created. On the Closing Date, the Depositor will acquire: (i) the Swap AgreementREMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the Cap Agreement REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the right REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to receive and the obligation extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to pay Basis Risk Carryover Amounts, the Trust; (iv) the Supplemental Interest Trust and Exchangeable Certificates as consideration for its transfer of the Supplemental Interest Trust Account ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the obligation Class V Certificates as consideration for its transfer to pay the Trust of the right to receive Excess Interest. 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, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Shortfalls Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Excluded Trust AssetsRegistered Certificates”) shall elect that two segregated asset pools within were offered for sale pursuant to the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code Depositor’s prospectus dated October 1, 2013 (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Prospectus”) Any inconsistencies or ambiguities in this Agreement or in ), as supplemented by a free writing prospectus dated January 23, 2014, as further supplemented by the administration of this Agreement shall be resolved in a manner that preserves free writing prospectus dated January 29, 2014 (collectively, the validity of such REMIC election. Each Certificate“Free Writing Prospectus”, other than and together with the Class R CertificatesProspectus, represents ownership of a regular interest in the Upper Tier REMIC for purposes of “Preliminary Prospectus”), and as further supplemented by the REMIC Provisions. In additionfinal prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, each Certificateand together with the Prospectus, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls“Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificate represents ownership of Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated January 23, 2014 (as supplemented by the sole Class of residual interest in each of REMIC 1preliminary private placement memorandum supplement, REMIC 2dated January 29, REMIC 3 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Upper Tier REMIC for purposes of Pricing Date (the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets“Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Certificates. The Trust Fund be treated is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the Code assets constituting the Trust Fund corresponding to Collateral Group 1, Collateral Group 2, Collateral Group 3, and Collateral Group 4 (each a “REMIC” or, in exclusive of the alternative, “Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as regular interests (the “Upper Tier REMIC.Subsidiary REMIC Regular Interests”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions). In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class X A-LR Certificate and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfallsshall designate such interest as its sole class of residual interest. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier Middle REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class LT3-R R-2 interest and shall designate such interest as its sole class of residual interest. In addition, and each such Lower Tier Interest is hereby designated as a the Middle REMIC shall issue the uncertificated REMIC regular interest in interests set forth below for the Middle REMIC 3 for purposes (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC ProvisionsRegular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. REMIC 3 The Class A-UR Certificate shall hold as its assets not be considered a Certificate issued by the uncertificated Lower Tier Interests in REMIC 2Master REMIC, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 but instead shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property represent beneficial ownership of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 Class R-2 and REMIC 3 and the Excluded Trust AssetsClass R-3 interests.

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (ithe Liquidation Reserve Fund) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” “REMIC 3” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, Class of Certificates (other than the Class R AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates and exclusive of the right to receive amounts from the Liquidation Reserve Fund) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in the Subsidiary REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3the Subsidiary REMIC, other than the Class LT3LT1-R interestInterests, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC 3 shall hold as its assets the Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets , the uncertificated Lower Tier Interests in REMIC 2, and latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC 2. REMIC 2 shall hold as its assets created hereby is the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets Distribution Date following the property third anniversary of the Trust Fund other than scheduled maturity date of the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and Mortgage Loan having the Excluded Trust Assetslatest scheduled maturity date as of the Cut-off Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Trustee shall elect to treat each of the Trust Fund (exclusive segregated pools of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes assets described below as comprising four a real estate mortgage investment conduits under Section 860D of the Code conduit (each a “"REMIC” " or, in the alternative, “REMIC 1,” , and REMIC 2,” “, and REMIC 3” and “, REMIC 4,”; REMIC 4 3 also being referred to herein as the “"Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election"). Each Certificate, other than the Class R and the Class P Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X R and the Class P Certificates, represents (i) the right an entitlement to receive payments with respect from the Excess Reserve Fund Account maintained by the Trustee pursuant to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I ShortfallsSection 3.06(d). The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. Although the Class P Certificate represents an interest in the Trust Fund, it does not represent an interest in any of the REMICs created under this Agreement. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest interests in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 1 and REMIC 3 2, the Group 1 Pre-Funding Account, the Group 2 Pre-Funding Account, the Group 1 Capitalized Interest Account, the Group 2 Capitalized Interest Account, and the Excluded Trust AssetsExcess Reserve Fund Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is December 25, 2033.

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vvi) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two the segregated asset pools pool within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right Depositor intends to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls sell pass-through certificates (collectively, the “Excluded "Certificates"), to be issued hereunder in multiple classes, which in the aggregate shall evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Assets”) Fund shall consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement. REMIC I ------- As provided herein, the Trustee shall elect that two to treat the segregated asset pools within pool of assets consisting of the Trust Fund be treated Mortgage Loans and certain other related assets (other than any Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account, the Swap Account and the Interest Rate Swap Agreement) subject to this Agreement as a REMIC for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D purposes, and such segregated pool of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement assets shall be resolved designated as "REMIC I." The Class R-I Interest shall be the sole class of "residual interests" in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC I for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents Provisions (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfallsas defined herein). The Class R Certificate represents ownership of following table irrevocably sets forth the sole Class of residual interest in each of designation, the REMIC 1I Remittance Rate, REMIC 2the initial Uncertificated Balance and, REMIC 3 and the Upper Tier REMIC solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and "latest possible maturity date" for each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC ProvisionsI Regular Interests (as defined herein). REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property None of the Trust Fund other than the Lower Tier REMIC I Regular Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assetsshall be certificated.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) [the Swap Cap Agreement], (ii) [the Cap Agreement Reserve Fund], (iii) [the right to receive and the obligation to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls], (iv) [the Supplemental Interest Trust right to receive and the Supplemental Interest Trust Account and obligation to pay AFC Shortfalls], (v) the right to receive and the obligation to pay the Class I Shortfalls [A-IO] Termination Amount, (vi) [the Pre-Funding Account], (vii) [the Capitalized Interest Account] and (viii) any Additional Collateral (collectively, the “Excluded Trust Assets ] (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four [three] real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative [“REMIC [1,” REMIC 2],” “REMIC 3[2]” and “REMIC 4,[3]”; REMIC 4 [3] also being referred to herein as the “Upper Tier REMIC.”) ]). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R Certificates[R] Certificate, represents ownership of a regular interest in the [Upper Tier Tier] REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class [R], Class X [ ], Class [X] and Class P [P] Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay Class I AFC Shortfalls. The Class R [R] Certificate represents ownership of the sole Class of residual interest in each of [REMIC [1], REMIC [2, REMIC 3 ] and the [Upper Tier REMIC Tier] REMIC] for purposes of the REMIC Provisions. The [Upper Tier Tier] REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3[2], other than the Class LT3-R interest[R-2] Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 [2] for purposes of the REMIC Provisions. REMIC 3 [2] shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2[1], other than the [R-1] Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2[1] for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC [1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 ] shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC [1, REMIC 2 ] and REMIC 3 [2] and the Excluded Trust Assets.. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC [1], each of which (other than the [R-1] Interest) is hereby designated as a regular interest in REMIC [1] (the “REMIC [1] Regular Interests”): Class Designation Initial Principal Balance Interest Rate

PRELIMINARY STATEMENT. The Securities Administrator on behalf of As provided herein, the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, Class of Certificates (other than the Class R AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates, and exclusive of any right to interest payable to the Class 1-X, Class 2-X or Class 3-X Certificates to the extent such interest is payable at an interest rate exceeding the REMIC Maximum Rate) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets, the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 2Loan Group 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 1Loan Groups 2 or 3, and all collections and accounts related thereto. The startup day for each such Lower Tier Interest REMIC created hereby for purposes of the REMIC Provisions is hereby designated as a the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. Neither the Prefunding Account nor the Capitalized Interest Account shall be an asset of any REMIC formed hereby. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC : LT1-Grp 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) 6.10% N/A LT1-1-X (2) 6.50% 1-X LT1-Prefunding (3) 6.10% N/A LT1-PO (4) 0.00% 1-P LT1-R (5) $50.00 6.10% AR-L ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreementright to receive or the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the Group I REMIC Maximum Rate, (ii) the Cap Agreement obligation to pay Swap Termination Payments or any Class I Distribution Amounts, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsGroup I Cap 1 Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and Group I Cap 1 Agreement (v) the obligation to pay Group I Cap 2 Account, (vi) the Group I Cap 2 Agreement, (vii) the Group I Swap Account, (viii) the Group I Swap Agreement, (ix) the Supplemental Interest Trust, (x) any Class I Shortfalls II-P Prepayment Charges and (xi) the Carryover Reserve Fund (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four ten real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” REMIC 2IA,” “REMIC 3IIA,” “REMIC IIIA,” “REMIC IVA,” “REMIC VA,” “Master REMIC I,” “Class I-C REMIC,” “Class I-P REMIC,” “REMIC IB,” and “Master REMIC 4,II”; ). For purposes of the REMIC 4 also being referred Provisions, each Group I Certificate, other than the Class I-R, Class R-X, Class I-P, and Class I-C Certificates and exclusive of the right receive or the obligation to herein as pay any Net Carryover Amounts reflecting any interest rate in excess of the “Upper Tier Group I REMIC Maximum Rate, represents ownership of a regular interest in Master REMIC I. For purposes of the REMIC Provisions, each Group II Certificate (other than the Class II-P, Class II-A-LR and Class II-A-UR Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and the Uncertificated REMIC Intereststs represent ownership of a regular interest in Master REMIC II. The Class I-R Certificate represents ownership of the sole class of residual interest in each of REMIC IA, REMIC IIA, REMIC IIIA, REMIC IVA, REMIC VA and Master REMIC I. The Class II-A-LR Certificate represents ownership of the sole class of residual interest in REMIC IB and the Class II-A-UR Certificate represents ownership of the sole class of residual interest in Master REMIC II. The Class R-X Certificate represents ownership of the sole class of residual interest in the Class I-C REMIC and the Class I-P REMIC.”) . Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than The Class I-P REMIC shall hold as its assets the Class R CertificatesI-P interest issued by the Master REMIC I, represents ownership of and such interest is hereby designated as a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class I-P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier Class I-C REMIC shall hold as its assets the Class I-C interest issued by the Master REMIC I, and such interest is hereby designated as a regular interest in the Class I-C REMIC for purposes of the REMIC Provisions. Master REMIC I shall hold as its assets the Class I-P Reserve Fund and the uncertificated Lower Tier Interests interests in REMIC 3VA, other than the Class LT3LT5-R RA interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in REMIC 3 VA for purposes of the REMIC Provisions. REMIC 3 VA shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 2IVA, other than the LT4-RA interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in REMIC 2IVA for purposes of the REMIC Provisions. REMIC 2 IVA shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 1IIIA, other than the LT3-RA interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in REMIC 1IIIA for purposes of the REMIC Provisions. REMIC 1 IIIA shall hold as its assets the uncertificated interests in REMIC IIA, other than the LT2-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIA for purposes of the REMIC Provisions. REMIC IIA shall hold as its assets the uncertificated interests in REMIC IA, other than the LT1-RA interest, and each such interest is hereby designated as a regular interest in REMIC IA for purposes of the REMIC Provisions. The REMIC IA shall hold as its assets the property of the Trust Fund relating to the Group I Mortgage Loans, other than the Lower Tier Interests interests in REMIC 1IVA, REMIC 2 IIIA, REMIC IIA and REMIC 3 IA, and the Excluded Trust Assets. Master REMIC II shall hold as its assets the uncertificated interests in REMIC IB, other than the LT1-RB interest, and each such interest is hereby designated as a regular interest in REMIC IB for purposes of the REMIC Provisions. The REMIC IB shall hold as its assets the property of the Trust Fund relating to the Group II Mortgage Loans, other than the interests in REMIC IB and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive any Prepayment Penalties and the obligation to pay Basis Risk Carryover Amounts, (ivClass III-A-3 Reserve Fund) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, the “Subsidiary REMIC 1,” ”, “Subsidiary REMIC 2,” ”, “Middle REMIC 31”, “Middle REMIC 2” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. In addition, the Master REMIC shall hold the Class III-A-3 Rounding Account. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3each of the Subsidiary REMICs, other than the Class LT3LT1-R interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2Group I Mortgage Loans, the Group II Mortgage Loans and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in Group III Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC 1created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC : LT1-Grp I 197,946,255.61 7.000% N/A(5) LT1-I-PO 2,219,474.00 (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) I-P LT1-IX (2) (2) I-X LT1-Grp II 154,726,261.03 6.000% N/A LT1-II-PO 87,310.00 (1) II-P LT1-A-X (3) (3) A-X LT1-R (4) (4) N/A ________________

PRELIMINARY STATEMENT. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Securities Administrator on behalf Seller intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the Trustee will elect that designated portions of the Trust Fund (Fund, exclusive of (i) the Swap AgreementDefault Interest, (ii) the Cap Agreement (iii) Class Q Distribution Account, the right to receive Excess Interest, the AIMCO Multifamily Pool Conditional Debt, the Excess Interest Distribution Account, the Reinvestment Enhancement Instrument and the obligation to pay Basis Risk Carryover Amounts, Reinvestment Reserve Account (iv) such portion of the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyFund, the “Excluded "Trust Assets”) shall elect that two segregated asset pools within the Trust Fund REMICs"), be treated for federal income tax purposes as comprising four two separate real estate mortgage investment conduits under Section 860D of the Code (each each, a “"REMIC” " or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper "Upper-Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or " and the "Lower-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 administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I ShortfallsREMIC. The Class R Certificate represents ownership of Certificates constitute the sole Class class of "residual interest interests" in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Upper Class LR Certificates constitute the sole class of "residual interests" in the Lower-Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets There are also twelve classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (the uncertificated Lower Tier Interests in REMIC 2Class LA-1, Class ▇▇-▇, ▇▇▇▇▇ ▇▇-▇, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ and Class LK Interests), each such Lower Tier Interest is hereby designated as of which will constitute a regular interest in REMIC 2the Lower-Tier REMIC. REMIC 2 shall hold All such Lower-Tier Regular Interests will be held by the Trustee as its assets of the uncertificated Lower Upper-Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1REMIC. REMIC 1 shall hold as its assets The parties intend that the property 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, Class G and Class H 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 designation and aggregate initial Certificate Principal Amount (or, with respect to the Class X Certificates, Notional Amount) for each Class of Certificates (other than the Lower Tier Interests in REMIC Class R, Class LR and Class Q Certificates). ------------------------------------------------ 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, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) $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. (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Securities Administrator on behalf Seller intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the Trustee will elect that designated portions of the Trust Fund (Fund, exclusive of (i) the Swap AgreementDefault Interest, (ii) the Cap Agreement (iii) Class Q Distribution Account, the right to receive Excess Interest, the Excess Interest Distribution Account, the Marriott Desert Springs Parent Loan, the Class M Collection Account and the obligation to pay Basis Risk Carryover Amounts, Class M Distribution Account (iv) such portion of the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyFund, the “Excluded "Trust Assets”) shall elect that two segregated asset pools within the Trust Fund REMICs"), be treated for federal income tax purposes as comprising four two separate real estate mortgage investment conduits under Section 860D of the Code (each each, a “"REMIC” " or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper "Upper-Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or " and the "Lower-Tier REMIC," respectively). The Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class X, Class B, Class C, Class D, Class E, Class F and Class G Certificates represent "regular interests" in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I ShortfallsREMIC. The Class R Certificate represents ownership of Certificates constitute the sole Class class of "residual interest interests" in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Upper Class LR Certificates constitute the sole class of "residual interests" in the Lower-Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets There are also eight classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (the uncertificated Lower Tier Interests in REMIC 2Class ▇▇-▇, ▇▇▇▇▇ ▇▇-▇, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests), each such Lower Tier Interest is hereby designated as of which will constitute a regular interest in REMIC 2the Lower-Tier REMIC. REMIC 2 shall hold All such Lower-Tier Regular Interests will be held by the Trustee as its assets of the uncertificated Lower Upper-Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1REMIC. REMIC 1 shall hold as its assets The parties intend that the property portions of the Trust Fund representing assets of the Grantor Trust, including the Default Interest, the Class Q Distribution Account, the Excess Interest, the Excess Interest Distribution Account, the Marriott Desert Springs Parent Loan, the Class M Collection Account and the Class M 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 and the Class Q Distribution Account, that the Class A-2, 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 Class M and Class MX Certificates represent undivided beneficial interests in the Marriott Desert Springs Parent Loan, the Class M Collection Account and the Class M Distribution Account. The following table sets forth the designation and aggregate initial Certificate Principal Amount (or, with respect to the Class X and Class MX Certificates, Notional Amount) for each Class of Certificates (other than the Lower Tier Interests in REMIC 1Class R, REMIC 2 Class LR and REMIC 3 and the Excluded Trust AssetsClass Q Certificates).

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vTrust) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Middle REMIC 1,” “Middle REMIC 2,” “REMIC 3” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, Class of Certificates (other than the Class R AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31, other than the Class LT3LT1-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the property Mortgage Loans in Loan Groups 1, 2, 3, 4 and 5, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the Trust Fund other than REMIC Provisions is the Lower Tier Interests Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1, REMIC : LT1-Grp 1 (1) 5.500% N/A LT1-Grp 2 and REMIC (2) 6.000% N/A LT1-2-X (3) (3) A-X LT1-Grp 3 and the Excluded Trust Assets.(4) 7.000% N/A LT1-3-X (5) (5) A-X LT1-Grp 4 (6) 5.500% N/A LT1-Grp 5 (7) 6.000% N/A LT1-5-X (8) (8) C-X LT1-R(9) $50.00 5.500% AR-L ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf of As provided herein, the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, Class of Certificates (other than the Class R AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates, and exclusive of any right to interest payable to the Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 5-A-2, Class 5-A-3, Class 6-A-2 or Class 6-A-3 Certificates to the extent such interest is payable at an interest rate exceeding the REMIC Maximum Rate) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in each of Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets, the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 2Loan Group 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 1Loan Groups 2, 3, 4, 5, 6, 7, 8, 9 and 10, and all collections and accounts related thereto. The startup day for each such Lower Tier Interest REMIC created hereby for purposes of the REMIC Provisions is hereby designated as a the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC : LT1-Grp 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) (2) N/A LT1-R (3) (3) AR-L ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund (exclusive of which is hereby created. On the Closing Date, the Depositor will acquire: (i) the Swap AgreementREMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the Cap Agreement REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the right REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to receive and the obligation extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to pay Basis Risk Carryover Amounts, the Trust; (iv) the Supplemental Interest Trust and Exchangeable Certificates as consideration for its transfer of the Supplemental Interest Trust Account ▇▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the obligation Class V Certificates as consideration for its transfer to pay the Trust of the right to receive Excess Interest. 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, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the ▇▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Shortfalls Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the ▇▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Excluded Trust AssetsRegistered Certificates”) shall elect that two segregated asset pools within were offered for sale pursuant to the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code Depositor’s prospectus dated October 1, 2013 (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Prospectus”) Any inconsistencies or ambiguities in this Agreement or in ), as supplemented by a free writing prospectus dated March 19, 2014, as further supplemented by the administration of this Agreement shall be resolved in a manner that preserves free writing prospectus dated March 25, 2014 (collectively, the validity of such REMIC election. Each Certificate“Free Writing Prospectus”, other than and together with the Class R CertificatesProspectus, represents ownership of a regular interest in the Upper Tier REMIC for purposes of “Preliminary Prospectus”), and as further supplemented by the REMIC Provisions. In additionfinal prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, each Certificateand together with the Prospectus, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls“Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificate represents ownership of Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated March 19, 2014 (as supplemented by the sole Class of residual interest in each of REMIC 1preliminary private placement memorandum supplement, REMIC 2dated March 25, REMIC 3 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Upper Tier REMIC for purposes of Pricing Date (the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets“Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vvi) the obligation obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 43,”; ” REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the Class LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): LT1-A $ 55,610,779.65 (1) LT1-F1 $ 12,176,096.50 (2) LT1-V1 $ 12,176,096.50 (3) LT1-F2 $ 15,286,754.00 (2) LT1-V2 $ 15,286,754.00 (3) LT1-F3 $ 18,381,829.50 (2) LT1-V3 $ 18,381,829.50 (3) LT1-F4 $ 21,431,563.00 (2) LT1-V4 $ 21,431,563.00 (3) LT1-F5 $ 24,404,919.00 (2) LT1-V5 $ 24,404,919.00 (3) LT1-F6 $ 27,270,082.50 (2) LT1-V6 $ 27,270,082.50 (3) LT1-F7 $ 29,994,815.00 (2) LT1-V7 $ 29,994,815.00 (3) LT1-F8 $ 32,546,960.50 (2) LT1-V8 $ 32,546,960.50 (3) LT1-F9 $ 34,882,913.50 (2) LT1-V9 $ 34,882,913.50 (3) LT1-F10 $ 33,207,493.50 (2) LT1-V10 $ 33,207,493.50 (3) LT1-F11 $ 31,612,764.00 (2) LT1-V11 $ 31,612,764.00 (3) LT1-F12 $ 30,094,697.00 (2) LT1-V12 $ 30,094,697.00 (3) LT1-F13 $ 28,649,603.50 (2) LT1-V13 $ 28,649,603.50 (3) LT1-F14 $ 27,273,972.00 (2) LT1-V14 $ 27,273,972.00 (3) LT1-F15 $ 25,964,425.00 (2) LT1-V15 $ 25,964,425.00 (3) LT1-F16 $ 24,717,819.00 (2) LT1-V16 $ 24,717,819.00 (3) LT1-F17 $ 23,531,162.00 (2) LT1-V17 $ 23,531,162.00 (3) LT1-F18 $ 22,401,534.50 (2) LT1-V18 $ 22,401,534.50 (3) LT1-F19 $ 21,392,021.00 (2) LT1-V19 $ 21,392,021.00 (3) LT1-F20 $ 36,387,031.50 (2) LT1-V20 $ 36,387,031.50 (3) LT1-F21 $ 32,866,223.00 (2) LT1-V21 $ 32,866,223.00 (3) LT1-F22 $ 29,681,993.00 (2) LT1-V22 $ 29,681,993.00 (3) LT1-F23 $ 26,855,815.00 (2) LT1-V23 $ 26,855,815.00 (3) LT1-F24 $ 24,289,196.00 (2) LT1-V24 $ 24,289,196.00 (3) LT1-F25 $ 14,745,241.50 (2) LT1-V25 $ 14,745,241.50 (3) LT1-F26 $ 13,935,865.50 (2) LT1-V26 $ 13,935,865.50 (3) LT1-F27 $ 13,176,868.00 (2) LT1-V27 $ 13,176,868.00 (3) LT1-F28 $ 16,049,019.00 (2) LT1-V28 $ 16,049,019.00 (3) LT1-F29 $ 14,797,345.00 (2) LT1-V29 $ 14,797,345.00 (3) LT1-F30 $ 13,654,579.00 (2) LT1-V30 $ 13,654,579.00 (3) LT1-F31 $ 12,610,396.50 (2) LT1-V31 $ 12,610,396.50 (3) LT1-F32 $ 11,655,507.50 (2) LT1-V32 $ 11,655,507.50 (3) LT1-F33 $ 10,781,553.00 (2) LT1-V33 $ 10,781,553.00 (3) LT1-F34 $ 9,974,904.50 (2) LT1-V34 $ 9,974,904.50 (3) LT1-F35 $ 7,949,746.50 (2) LT1-V35 $ 7,949,746.50 (3) LT1-F36 $ 7,496,725.50 (2) LT1-V36 $ 7,496,725.50 (3) LT1-F37 $ 7,069,875.50 (2) LT1-V37 $ 7,069,875.50 (3) LT1-F38 $ 6,667,669.50 (2) LT1-V38 $ 6,667,669.50 (3) LT1-F39 $ 6,288,669.50 (2) LT1-V39 $ 6,288,669.50 (3) LT1-F40 $ 5,931,439.00 (2) LT1-V40 $ 5,931,439.00 (3) LT1-F41 $ 5,594,876.50 (2) LT1-V41 $ 5,594,876.50 (3) LT1-F42 $ 94,877,606.00 (2) LT1-V42 $ 94,877,606.00 (3) LT1-R (4) (4)

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Cap Agreement, (ii) the Cap Agreement Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls, (iv) the Supplemental Interest Trust right to receive and the Supplemental Interest Trust Account and obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay Class I F Shortfalls and Unpaid Class F Shortfalls, (vi) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (vii) any Additional Collateral (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4,” and “REMIC 4,”; 5;” REMIC 4 5 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class F, Class A-IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class I F Certificates also represent the right to receive payments with respect to Class F Shortfalls and Unpaid Class F Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 4, other than the R-4 Interest, and each such Interest is hereby designated as a regular interest in REMIC 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the Class LT3-R interestR-3 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 22 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 2, REMIC 3 and REMIC 3 4 and the Excluded Trust Assets.. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): T1-ARM-A (1) (2) T1-ARM-B (1) (2) T1-Fixed-A-1 (3) (5) T1-Fixed-A-2 (3) (5) T1-Fixed-B (4) (6) R-1 (7) (7)

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap AgreementTrustee in return for the Certificates. For federal income tax purposes, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four (other than the Corridor Contracts, the Corridor Contract Reserve Fund and the Reserve Fund) will consist of three real estate mortgage investment conduits under Section 860D of the Code (each a “"REMIC” " or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper "Lower Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in ," the administration of this Agreement shall be resolved in a manner that preserves "Middle Tier REMIC" and the validity of such REMIC election"Master REMIC," respectively). Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC shall and the Master REMIC. The Master REMIC will hold as its assets the several classes of uncertificated Lower Middle Tier REMIC Interests in REMIC 3, (other than the Class LT3MTR-A-R interest, and each such Interest). The Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Corridor Contracts, the Reserve Fund and the Corridor Contract Reserve Fund). Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated and each Lower Tier Interests in REMIC 2, and each such Lower Tier Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests REMIC . The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The following table sets forth characteristics of the Master REMIC Certificates, together with the minimum denominations and integral multiples in REMIC excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ================================================================================= Integral Initial Class Pass-Through Multiples in Class Certificate Rate Minimum Excess of Designation Balance (per annum) Denomination Minimum --------------------------------------------------------------------------------- Class 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.-A-1 $75,000,000.00 (1) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-2 $100,849,000.00 (2) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-3 $40,341,000.00 (3) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-4 (4) (5) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class 1-A-5 $3,662,000.00 (7) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-6 (8) (9) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class 1-A-7 $10,602,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-8 $26,686,000.00 5.50% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-1 $76,616,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 3-A-1 $257,750,000.00 6.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 4-A-1 $43,246,000.00 6.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 5-A-1 $111,000,000.00 (10) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 5-A-2 (11) (12) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class 5-A-3 $3,891,000.00 5.50% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 5-A-4 $13,315,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 6-A-1 $36,166,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 7-A-1 $36,128,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class X-A (13) (14) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-B (15) (16) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-C (17) (18) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-D (19) (20) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-E (21) (22) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class X-F (23) (24) $25,000.00(6) $1,000.00(6) --------------------------------------------------------------------------------- Class PO-A $663,597.00 (25) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class PO-B $261,609.00 (25) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class PO-C $1,626,788.00 (25) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class PO-D $169,969.00 (25) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class A-R(26) $100.00 5.50% (27) (27) --------------------------------------------------------------------------------- Class M $15,632,500.00 (28) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-1 $6,079,000.00 (28) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-2 $2,606,000.00 (28) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-3 $2,606,000.00 (28) $100,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-4 $2,171,000.00 (28) $100,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-5 $1,302,777.74 (28) $100,000.00 $1,000.00 ================================================================================= ------------------------------------------

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Cap Agreement, (ii) the Cap Agreement Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls, (iv) the Supplemental Interest Trust right to receive and the Supplemental Interest Trust Account and obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay Class I F Shortfalls and Unpaid Class F Shortfalls, (vi) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (vii) any Additional Collateral (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4,” and “REMIC 4,”; 5;” REMIC 4 5 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class F, Class A-IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class I F Certificates also represent the right to receive payments with respect to Class F Shortfalls and Unpaid Class F Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 4, other than the R-4 Interest, and each such Interest is hereby designated as a regular interest in REMIC 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the Class LT3-R interestR-3 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 22 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 2, REMIC 3 and REMIC 3 4 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Cap Agreement, (ii) the Cap Agreement Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls, (iv) the Supplemental Interest Trust right to receive and the Supplemental Interest Trust Account and obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay Class I F Shortfalls and Unpaid Class F Shortfalls, (collectivelyvi) the right to receive and the obligation to pay the Class A-IO Termination Amount, the “Excluded Trust Assets”and (vii) shall elect that two segregated asset pools within the Trust Fund any Additional Collateral) be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4,” and “REMIC 4,”; 5;” REMIC 4 5 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class F, Class IO, Class A-IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class I F Certificates also represent the right to receive payments with respect to Class F Shortfalls and Unpaid Class F Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 4, other than the R-4 Interest, and each such Interest is hereby designated as a regular interest in REMIC 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the Class LT3-R interestR-3 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 22 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and 2, REMIC 3 and REMIC 4; the Excluded Trust Assets.Cap Agreement; the Reserve Fund; the rights and obligations with respect to the payment of Basis Risk Shortfalls, Unpaid Basis Risk Shortfalls, AFC Shortfalls, Class F Shortfalls, Unpaid Class F Shortfalls, the Class A-IO Termination Amount and any Additional Collateral. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): T1-ARM-A (1) (2) T1-ARM-B (1) (2) T1-Fixed-A-1 (3) (5) T1-Fixed-A-2 (3) (5) T1-Fixed-B (4) (6) T1-IO (7) (7) R-1 (8) (8) _______________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap AgreementTrustee in return for the Certificates. For federal income tax purposes, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four (other than the Pre-Funding Account and the Capitalized Interest Account) will consisting of three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, or in the alternative, the “REMIC 1Sub-WAC (SW) REMIC,” REMIC 2,” the “REMIC 3Strip (ST) REMIC” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Master REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement and shall be resolved in a manner that preserves the validity of make all elections as necessary for such REMIC electiontreatment. Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class A-R Certificate will represent ownership of the sole class of residual interest in the Sub-WAC REMIC, the Strip REMIC shall and the Master REMIC. The Master REMIC will hold as its assets the several classes of uncertificated Lower Tier Strip REMIC Interests in REMIC 3, (other than the Class LT3ST-A-R interest, and each such Lower Tier Interest). The Strip REMIC will hold as assets the several classes of uncertificated Sub-WAC REMIC Interests (other than the Class SW-A-R Interest). The Sub-WAC REMIC will hold as assets all property of the Trust Fund. Each Strip REMIC Interest (other than the Class ST-A-R Interest) is hereby designated as a regular interest in the Strip REMIC. Each Sub-WAC REMIC 3 for purposes of Interest (other than the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest Class SW-A-R Interest) is hereby designated as a regular interest in the Sub-WAC REMIC.The latest possible maturity date of all REMIC 2regular interests created herein shall be the Latest Possible Maturity Date. REMIC 2 shall hold as its assets The Corridor Contract, the uncertificated Lower Tier Interests in REMIC 1, Supplemental Interest Trust and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1the Corridor Contract Reserve Fund will not form part of any REMIC. REMIC 1 shall hold as its assets the property The following table sets forth characteristics of the Trust Fund other than Master REMIC Certificates, together with the Lower Tier Interests minimum denominations and integral multiples in REMIC excess thereof in which such Classes shall be issuable (except that one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): Class 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.-A-1 $ 185,600,000 6.00% $ 25,000 $ 1 Class 1-A-2 $ 46,400,000 (1) $ 25,000 $ 1 Class 1-A-3 $ 46,400,000 (2) (3) $ 25,000 (4) $ 1 (4) Class 1-A-4 $ 24,115,000 6.00% $ 25,000 $ 1 Class 1-A-5 $ 60,000,000 (1) $ 25,000 $ 1 Class 1-A-6 $ 60,000,000 (2) (3) $ 25,000 (4) $ 1 (4) Class 1-A-7 $ 124,293,000 6.00% $ 1,000 $ 1 Class 1-A-8 $ 464,000 6.00% $ 25,000 $ 1 Class 1-A-9 $ 24,186,000 6.00% $ 25,000 $ 1 Class 2-A-1 $ 244,014,000 (5) $ 25,000 $ 1 Class 2-A-2 $ 30,335,850 (6) $ 25,000 $ 1 Class 2-A-3 $ 8,784,750 (5) $ 25,000 $ 1 Class 3-A-1 $ 126,527,000 6.75% $ 25,000 $ 1 Class 3-A-2 $ 4,556,000 6.75% $ 25,000 $ 1 Class 4-A-1 $ 217,530,000 (7) $ 25,000 $ 1 Class 4-A-2 $ 36,255,000 (8) $ 25,000 $ 1 Class 4-A-3 $ 121,215,000 (9) $ 25,000 $ 1 Class 4-A-4 $ 121,215,000 (2) (10) $ 25,000 $ 1 Class 4-A-5 $ 48,000,000 (11) $ 25,000 $ 1 Class 4-A-6 $ 8,000,000 (12) $ 25,000 $ 1 Class 4-A-7 $ 84,872,000 6.00% $ 25,000 $ 1 Class 4-A-8 $ 4,371,000 6.00% $ 25,000 $ 1 Class 4-A-9 $ 17,150,000 6.00% $ 25,000 $ 1 Class 5-A-1 $ 75,000,000 6.25% $ 25,000 (4) $ 1 (4) Class 5-A-2 $ 5,000,000 6.25% $ 25,000 $ 1 Class 5-A-3 $ 54,508,000 6.25% $ 25,000 $ 1 Class 5-A-4 $ 13,177,000 6.25% $ 25,000 $ 1 Class 5-A-5 $ 349,000 6.25% $ 25,000 $ 1 Class 5-A-6 $ 2,438,000 6.25% $ 25,000 $ 1 Class X-1 $ 942,163,467 (2) (13) $ 25,000 (4) $ 1 (4) Class X-2 $ 329,289,415 (2) (14) $ 25,000 (4) $ 1 (4) Class X-3 $ 131,104,879 (2) (15) $ 25,000 (4) $ 1 (4) Class PO $ 1,271,199 (16) $ 25,000 $ 1 Class A-R(17) $ 100 6.00% (17 ) (17 ) Class M-1 $ 22,779,500 (18) $ 25,000 $ 1 Class M-2 $ 9,762,000 (18) $ 25,000 $ 1 Class B-1 $ 9,762,000 (18) $ 25,000 $ 1 Class B-2 $ 4,881,000 (18) $ 25,000 $ 1 Class B-3 $ 4,881,000 (18) $ 100,000 $ 1 Class B-4 $ 4,067,000 (18) $ 100,000 $ 1 Class B-5 $ 2,440,943 (18) $ 100,000 $ 1 _________________________________________

PRELIMINARY STATEMENT. Through this Agreement, the Depositor intends to cause the issuance and sale of the Provident Funding Mortgage Loan Trust 2004-1, Provident Funding Mortgage Pass-Through Certificates, Series 2004-1 (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 Securities Administrator on behalf of Depositor intends to sell the Certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund (exclusive created hereunder. The Certificates will consist of eleven classes of certificates, designated as (i) the Swap AgreementClass I-A-1 Certificates, (ii) the Cap Agreement Class I-A-2 Certificates, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsClass I-A-3 Certificates, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and Class II-A-1 Certificates, (v) the obligation to pay Class I Shortfalls A-R Certificate, (collectivelyvi) 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 (xi) the Class B-6 Certificates. As provided herein, the “Excluded Trust Assets”) Securities Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, the “REMIC 1,” REMIC 2,” “REMIC 3Lower Tier REMIC” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, other than the Class A-R Certificates, Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class A-R Certificate represents ownership of the sole Class class of residual interest in each of the Lower Tier REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3the Lower Tier REMIC, other than the Class LT3LT-A-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the Lower Tier REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated The Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than Fund. 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, Pass-Through Rate and original class principal balance for each Class of interests in the Lower Tier Interests REMIC (each of which, except for the LT-A-R Interest, is hereby designated a REMIC regular interest for purposes of the REMIC Provisions), each such Class a “Lower Tier Interest” comprising the interests in REMIC the Trust Fund created hereunder: LT-Group 1 $ 328,430,733.41 (1, REMIC ) Group 1 LT-SC1 $ 101,845.79 (1) Group 1 LT-Group 2 and REMIC 3 and the Excluded Trust Assets.$ 68,778,661.59 (2) Group 2 LT-SC2 $ 21,329.92 (2) Group 2 LT-A-R (3) (3) N/A

PRELIMINARY STATEMENT. The Securities Administrator on behalf of As provided herein, the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Middle REMIC 1,” “Middle REMIC 2,” “REMIC 3” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR and Class AR-L Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31, other than the Class LT3LT1-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the property Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the Trust Fund other than REMIC Provisions is the Lower Tier Interests Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1, REMIC : LT1-Grp 1 (1) 6.000% N/A LT1-1-X (2) (2) D-X LT1-1-PO (3) (4) D-P LT1-Grp 2 and REMIC (5) 6.250% N/A LT1-2-X (6) (6) D-X LT1-2-PO (7) (8) D-P LT1-Grp 3 and the Excluded Trust Assets.(9) 6.500% N/A LT1-3-X (10) (10) D-X LT1-3-PO (11) (12) D-P LT1-R (13) (13) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Cap Agreement, (ii) the Cap Agreement Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls, (iv) the Supplemental Interest Trust right to receive and the Supplemental Interest Trust Account and obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class I Shortfalls A-IO Termination Amount, and (vi) any Additional Collateral (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,3”; ;” REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay Class I AFC Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3-R interestR-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 21, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. 1 for purposes of the REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): T1-1A-IO $14,360,965.00 (1) T1-2A-IO $7,253,486.00 (1) T1-3A-IO $6,888,705.00 (1) T1-4A-IO $6,541,458.00 (1) T1-5A-IO $6,211,713.00 (1) T1-6A-IO $5,900,075.00 (1) T1-7A-IO $5,606,517.00 (1) T1-8A-IO $5,323,705.00 (1) T1-9A-IO $5,055,250.00 (1) T1-10A-IO $4,800,544.00 (1) T1-11A-IO $4,558,628.00 (1) T1-12A-IO $4,328,779.00 (1) T1-13A-IO $4,110,196.00 (1) T1-14A-IO $1,709,028.00 (1) T1-15A-IO $1,734,970.00 (1) T1-16A-IO $2,412,297.00 (1) T1-17A-IO $2,357,594.00 (1) T1-18A-IO $2,896,390.00 (1) T1-19A-IO $2,498,380.00 (1) T1-20A-IO $1,644,644.00 (1) T1-21A-IO $3,074,433.00 (1) T1-22A-IO $3,616,925.00 (1) T1-23A-IO $1,991,777.00 (1) T1-24A-IO $958,737.00 (1) T1-25A-IO $2,022,047.00 (1) T1-26A-IO $3,200,465.00 (1) T1-27A-IO $3,403,439.00 (1) T1-28A-IO $2,786,139.00 (1) T1-29A-IO $3,526,837.00 (1) T1-30A-IO $37,196,491.00 (1) T1-Pool (3) (2) R-1 (4) (4)

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Certificates. The Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D shall consist of three REMICs (“Subsidiary REMIC 1”, “Subsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. Subsidiary REMIC 1 shall consist of all of the Code assets constituting the Trust Fund corresponding to Asset Group 2 and Asset Group 3 and shall be evidenced by the following uncertificated interests that shall be designated as REMIC regular interests: the LT1-2 Interest, the LT2-2 Interest, the LT3-2 Interest, the LT1-3 Interest, the LT2-3 Interest, the LT3-3 Interest, the LT-15-A-X Interest, the LT-30-A-X Interest and the LT-PO Interest (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Subsidiary REMIC 1 Regular Interests”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions). In addition, each Certificate, other than Subsidiary REMIC 1 shall issue the Class R, Class X A-LR Certificate and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the shall designate such interest as its sole Class class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisionsinterest. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. interests issued by Subsidiary REMIC 1 shall hold as its and the assets the property of constituting the Trust Fund other than the Lower Tier Interests in REMIC corresponding to Asset Group 1, . Subsidiary REMIC 2 shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, Subsidiary REMIC 3 2 shall issue the uncertificated REMIC regular interests set forth below for Subsidiary REMIC 2. The Master REMIC shall consist of the Subsidiary REMIC 2 Regular Interests and shall be evidenced by the Classes of regular interests set forth below for the Master REMIC (which each shall represent the “regular interests” in the Master REMIC) and the Excluded Trust AssetsClass R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive Yield Maintenance Account and the obligation to pay Basis Risk Carryover Amounts, (ivYield Maintenance Agreements) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, Class of Certificates (other than the Class R AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates and exclusive of the right to receive amounts from the related Yield Maintenance Account in the case of the Class 7-A-1 and Class 8-A-6 Certificates) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC Loan Groups 1, 2, 3, 4 and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 25, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 1Loan Groups 6, 7, 8, 9, 10, 11 and 12, and all collections and accounts related thereto. The startup day for each such Lower Tier Interest REMIC created hereby for purposes of the REMIC Provisions is hereby designated as a the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC : LT1-Grp 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC (1, REMIC ) 5.000% N/A LT1-1-PO (2) (3) D-P LT1-Grp 2 and REMIC (4) 5.750% N/A LT1-Grp 3 and the Excluded Trust Assets.(5) 6.250% N/A LT1-Grp 4 (6) 7.000% N/A LT1-Grp 5 (7) 7.500% N/A LT1-5-X (8) (8) D-X LT1-R (9) (9) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf of Trustee shall elect that seven segregated asset pools within the Trust Fund (exclusive of (i) the Group I Interest Rate Swap Agreement, (ii) the Cap Agreement Supplemental Interest Account, (iii) the right to receive Excess Reserve Fund Account and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and right of the Supplemental Interest Trust Account and (v) Group I LIBOR Certificates to receive Basis Risk Carry Forward Amounts and, without duplication, Group I Upper Tier Carry Forward Amounts, subject to the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”I-IO Shortfalls) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code seven REMICs (each each, with respect to Group I, a “"Group I Trust REMIC” " or, in the alternative, “the Group I Pooling Tier REMIC-A, the Group I Pooling Tier REMIC-B, the Group I Lower Tier REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Group I Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or , respectively, and with respect to Group II, a "Group II Trust REMIC" or, in the administration of this Agreement shall be resolved in a manner that preserves alternative, the validity of such Group II Pooling Tier REMIC, the Group II Lower Tier REMIC electionand the Group II Upper Tier REMIC, respectively). Each CertificateClass of Group I Certificates (other than the Class I-R Certificates), other than the right of each Class R Certificatesof Group I LIBOR Certificates to receive Basis Risk Carry Forward Amounts and, without duplication, Group I Upper Tier Carry Forward Amounts and the obligation to pay Class I-IO Shortfalls and the right of the Class I-CE Certificates to receive payments from the Group I Interest Rate Swap Agreement, and the right to receive Class I-IO Shortfalls represents ownership of a regular interest (or in the case of the Class I-CE Certificates, two regular interests) in the Group I Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class I-R Certificate represents Certificates represent ownership of the sole Class of residual interest in each of the Group I Pooling Tier REMIC-A, the Group I Pooling Tier REMIC-B, the Group I Lower Tier REMIC 1, REMIC 2, REMIC 3 and the Group I Upper Tier REMIC for purposes of the REMIC Provisions. Each Class of Group II Certificates (other than the Class II-AR Certificates) represents ownership of a regular interest in the Group II Upper Tier REMIC for purposes of the REMIC Provisions. The Class II-AR Certificates represent ownership of the sole Class of residual interest in each of the Group II Pooling Tier REMIC, the Group II Lower Tier REMIC and the Group II Upper Tier REMIC. The Startup Day for each Trust REMIC is the Closing Date. The latest possible maturity date for each regular interest is the latest date referenced in Section 2.04. The Group I Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Group I Lower Tier Interests in Regular Interests, set out below. The Group I Lower Tier REMIC 3shall hold as assets the several Classes of uncertificated the Group I Pooling Tier REMIC-B Regular Interests. The Group I Pooling Tier REMIC-B shall hold as assets the several Classes of uncertificated Group I Pooling Tier REMIC-A Regular Interests. The Group I Pooling Tier REMIC-A shall hold as assets the assets relating to Loan Group I (exclusive of (i) the Group I Interest Rate Swap Agreement, other than (ii) the Class LT3-R interestSupplemental Interest Account, (iii) the Excess Reserve Fund Account, and (iv) the right of the Group I LIBOR Certificates to receive Basis Risk Carry Forward Amounts and, without duplication, Group I Upper Tier Carry Forward Amounts and the obligation to pay Class I-IO Shortfalls). For federal income tax purposes, each such Lower Tier Interest is hereby designated as Class of Group I LIBOR Certificates represents beneficial ownership of a regular interest in the Group I Upper Tier REMIC 3 for purposes of and the REMIC Provisions. REMIC 3 shall hold as its assets right to receive Basis Risk Carry Forward Amounts and, without duplication, Group I Upper Tier Carry Forward Amounts, subject to the uncertificated Lower Tier Interests in REMIC 2obligation to pay Class I-IO Shortfalls, and each such Lower the Class I-CE Certificates represent beneficial ownership of two regular interests in the Group I Upper Tier REMIC, the Excess Reserve Fund Account, the Supplemental Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets Account and the uncertificated Lower Tier Interests in REMIC 1Group I Interest Rate Swap Agreement, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property which portions of the Trust Fund other than the Lower shall be treated as a grantor trust. Group I Pooling Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.REMIC-A

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap AgreementTrustee in return for the Certificates. For federal income tax purposes, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four (other than the Corridor Contracts, the Pre-funding Account and the Capitalized Interest Account) will consist of three real estate mortgage investment conduits under Section 860D of the Code (each a “"REMIC” " or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper "Lower Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in ," the administration of this Agreement shall be resolved in a manner that preserves "Middle Tier REMIC" and the validity of such REMIC election"Master REMIC," respectively). Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate will represent ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC shall and the Master REMIC. The Master REMIC will hold as its assets the several classes of uncertificated Lower Middle Tier REMIC Interests in REMIC 3, (other than the Class LT3MTR-A-R interest, and each such Interest). The Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Corridor Contracts, the Corridor Contract Reserve Fund, the Pre-funding Account and the Capitalized Interest Account). Each Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated and each Lower Tier Interests in REMIC 2, and each such Lower Tier Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests REMIC . The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The following table sets forth characteristics of the Master REMIC Certificates, together with the minimum denominations and integral multiples in REMIC excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ========================= ======================== ===================== ====================== ====================== Pass-Through Integral Multiples Initial Class Rate Minimum in Excess of Class Designation Certificate Balance (per annum) Denomination Minimum ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.-A-1 $30,000,000.00 (1) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-2 $30,000,000.00 (2) (3) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-3 $38,600,000.00 6.25% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-4 $3,438,000.00 6.25% $1,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-5 $8,697,000.00 6.25% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-6 $2,029,000.00 6.25% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-1 $99,980,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-2 $47,272,000.00 6.00% $1,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-3 $25,700,000.00 (5) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-4 $65,700,000.00 (6) (7) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-5 $8,928,000.00 6.00% $1,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-6 $40,000,000.00 (5) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-7 $900,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-8 $36,000,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-9 $18,090,000.00 6.00% $1,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-10 $5,000,000.00 (8) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-11 $20,000,000.00 (9) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-12 $300,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-13 $26,133,000.00 6.00% $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-X 78,872,718.00 (10) (11) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-X 302,353,475.00 (12) (13) $25,000.00(4) $1.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class PO-1 $64,107.00 (14) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class PO-2 $1,201,348.00 (14) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class A-R(15) $100.00 6.25% (16) (16) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M $10,173,500.00 (17) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-1 $3,463,500.00 (17) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-2 $2,164,500.00 (17) $25,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-3 $1,948,500.00 (17) $100,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-4 $1,515,500.00 (17) $100,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-5 $1,299,600.91 (17) $100,000.00 $1.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class P $100.00 (18) 0.00%(18) (18) (18) ========================= ======================== ===================== ====================== ====================== ------------------------------------------

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (iany Prepayment Penalties) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR and Class AR-L Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 2Loan Group I and Loan Group III, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in Loan Group II and all collections and accounts related thereto. The startup day for each REMIC 1created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. : Subsidiary REMIC 1 shall hold as its assets the property Interest Initial Principal Balance Interest Rate Corresponding Class of the Trust Fund other than the Lower Tier Interests in Master REMIC Certificates LT1-Grp I (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) 5.500% N/A LT1-I-X (2) (2) A-X LT1-I-PO (3) (4) A-P LT1-Grp III (5) 5.250% N/A LT1-III-X (6) (6) A-X LT1-III-PO (7) (4) A-P LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Board of Directors of the Depositor has duly authorized the formation of a trust (the "Trust") to issue a series of asset backed certificates with an aggregate initial Certificate Principal Balance of $674,999,100 to be known as th e Saxon Asset Securities Trust Fund 2000-3, Mortgage Loan Asset Backed Certificates, Series 2000-3 (exclusive the "Certificates"). The Certificates in the aggregate evidence the entire beneficial ownership in the Trust. The Certificates consist of (i) the Swap Agreementfollowing: the Class AF-1, (ii) Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class AV-2, Class MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1, Class PV-1, Class C and Class R Certificates. In accordance with Section 10.01 of the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyStandard Terms, the “Excluded Trust Assets”) shall elect that two Trustee will make elections to treat each of the segregated asset pools within the Trust Fund be treated for federal income tax purposes of assets described below as comprising four a real estate mortgage investment conduits under Section 860D of the Code conduit (each a “"REMIC” " or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” the POOLING REMIC, the SECOND-TIER REMIC, and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier ISSUING REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each CertificateThe Certificates, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents represent ownership of the sole Class of residual interest regular interests in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier ISSUING REMIC for purposes of the REMIC Provisions. The Upper Tier Class R Certificates represents ownership of the sole class of residual interest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC for purposes of the REMIC Provisions. The ISSUING REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3the SECOND- TIER REMIC, other than the Class LT3LT2-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the SECOND-TIER REMIC 3 for purposes of the REMIC Provisions. The SECOND-TIER REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2the POOLING REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the POOLING REMIC. The POOLING REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund Estate other than the Lower Tier Interests in the POOLING REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust AssetsSECOND-TIER REMIC, the Prefunding Account, and the Capitalized Interest Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the latest date specified in Section 9.01 of the Standard Terms.

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap AgreementInterest Rate Cap Agreements, (ii) the Interest Rate Cap Agreement (iii) Accounts, the right to receive and the obligation to pay Basis Risk Carryover Amounts, (ivReserve Fund and any amounts payable to the Class ES and Class PP Certificates) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMIC 1,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R X, Class ES, Class PP, Class AR and Class AR-L Certificates, and exclusive of the right to receive Basis Risk Shortfalls, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1 and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and Class LT3-R interestInterests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 3 for purposes of 1 shall hold as its assets the Mortgage Loans in Loan Group I and all collections and accounts related thereto. Subsidiary REMIC Provisions2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group III, Loan Group IV and Loan Group VIII, and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 2Loan Group V, Loan Group VI, Loan Group VII, and Loan Group IX and all collections and accounts related thereto. The startup day for each such Lower Tier Interest REMIC created hereby for purposes of the REMIC Provisions is hereby designated as a the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC 2created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests interest in Subsidiary REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC : LT1-I-A-1 (1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC ) (3) I-A-1 LTI-I-A-2 (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) (3) I-A-2 LT1-I-A-3 (1) (3) I-A-3 LT1-I-A-4 (1) (3) I-A-4 LT1-I-M-1 (1) (3) I-M-1 LT1-I-M-2 (1) (3) I-M-2 LT1-I-M-3 (1) (3) I-M-3 LT1-I-M-4 (1) (3) I-M-4 LT1-Q (2) (3) N/A LT1-R (4) (4) N/A ________________

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap AgreementYield Maintenance Account, (ii) the Cap Yield Maintenance Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vTrust) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR and Class AR-L Certificates and exclusive of the right to receive amounts from the Supplemental Interest Trust in the case of the Class 5-A-1 Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 2Loan Groups 2 and 6, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC Loan Groups 1, 3, 4 and 5, and all collections and accounts related thereto. The startup day for each such Lower Tier Interest REMIC created hereby for purposes of the REMIC Provisions is hereby designated as a the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC : LT1-Grp 2 (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) 6.000% N/A LT1-2-X (2) (2) A-X LT1-Grp (3) 5.75% N/A LT1-6-X (4) (4) A-X LT1-R (9) (9) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund (exclusive of (i) the Swap AgreementClass C-B-1, (ii) Class 8-A-5, and Class 8-M-4 Interest Rate Cap Agreements and assets held in the Cap Agreement (iii) the right to receive Basis Risk Reserve Funds and the obligation to pay Basis Risk Carryover AmountsClass 8-A-5 and Class 8-M-4 Interest Rate Cap Accounts) for federal income tax purposes shall consist of five REMICs (“Subsidiary REMIC 1,” “Subsidiary REMIC 2” (each, a “Subsidiary REMIC”), “Middle REMIC 1,” “Middle REMIC 2,” (iv) the Supplemental Interest Trust each, a “Middle REMIC”), and the Supplemental “Master REMIC”). Subsidiary REMIC 1 shall consist of all of the assets constituting the Trust Fund corresponding to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6 and Loan Group 7. Each Interest Trust Account and (v) in Subsidiary REMIC 1, other than the obligation to pay Class I Shortfalls SR-1 Interest (collectively, the “Excluded Trust AssetsSubsidiary REMIC 1 Regular Interests”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or), in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in uncertificated and shall be designated as a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisionsinterest. In addition, each Certificate, other than Subsidiary REMIC 1 shall issue the Class R, Class X SR-1 interest and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the shall designate such interest as its sole Class class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisionsinterest. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. Middle REMIC 1 shall hold as its assets the property of the Trust Fund uncertificated REMIC regular interests issued by Subsidiary REMIC 1. Each Interest in Middle REMIC 1, other than the Lower Tier Interests in MR-1 Interest (collectively, the “Middle REMIC 11 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 1 shall issue the MR-1 Interest and shall designate such interest as its sole class of residual interest. Subsidiary REMIC 2 shall consist of the Loan Group 8 Mortgage Loans. Each Interest in Subsidiary REMIC 2, other than the SR-2 Interest (collectively, the “Subsidiary REMIC 2 Interests”), shall be uncertificated and shall be designated as a REMIC 3 regular interest. In addition, Subsidiary REMIC 2 shall issue the SR-2 Interest and shall designate such interest as its sole class of residual interest. Middle REMIC 2 shall consist of the Middle REMIC 1 and Subsidiary REMIC 2 Regular Interests. Each interest in Middle REMIC 2, other than the MR-2 Interest (collectively, the “Middle REMIC 2 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 2 shall issue the MR-2 Interest and shall designate such interest as its sole class of residual interest. The Master REMIC shall consist of the Middle REMIC 2 Regular Interests. Each interest in the Master REMIC, other than the AR Interest, shall be designated as a REMIC regular interest. In addition, the Master REMIC shall issue the AR Interest and shall designate such interest as its sole class of residual interest. The Class AR-L Certificates shall represent beneficial ownership of the SR-1 Interest and the Excluded Trust AssetsSR-2 Interest. The Class AR Certificates shall represent beneficial ownership of the MR-1 Interest, the MR-2 Interest, and the AR Interest. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date (as defined in Section 11.01 herein).

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust shall elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iii) the Excess Reserve Fund Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” ”, “REMIC 2,” “REMIC 3” and “REMIC 43,”; ” REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (iany Prepayment Penalties) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, the “Subsidiary REMIC 1,” ”, “Subsidiary REMIC 2,” ”, “Middle REMIC 31”, “Middle REMIC 2” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3each of the Subsidiary REMICs, other than the Class LT3LT1-R interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2Group I Mortgage Loans, the Group II Mortgage Loans and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in Group III Mortgage Loans, the Group IV Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC 1created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC created hereby is the Distribution Date in January 2035. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC : LT1-Grp I 186,385,611.77 7.500% N/A(5) LT1-I-PO 5,435,809.00 (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) I-P LT1-IX (2) (2) I-X LT1-Grp II 175,374,754.98 6.500% N/A LT1-II-PO 1,355,094.00 (1) II-P LT1-A-X (3) (3) A-X LT1-R (4) (4) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Certificates. The Trust Fund be treated is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D shall consist of two REMICs. The Subsidiary REMIC shall consist of all of the Code assets constituting the Trust Fund (each a “REMIC” or, other than the Subsidiary REMIC Regular Interests and amounts distributable with respect to the Class P Certificates) and proceeds thereof in the alternative, Distribution Account and shall be evidenced by the Subsidiary REMIC Regular Interests (which shall be uncertificated and shall represent the “REMIC 1,regular interests” REMIC 2,” “REMIC 3” in the Subsidiary REMIC) and “REMIC 4,”; REMIC 4 also being referred to herein the Class A-LR Certificates as the single “Upper Tier residual interest” in Subsidiary REMIC.”) Any inconsistencies or ambiguities in this Agreement or . The Trustee shall hold the Subsidiary REMIC Regular Interests. The Master REMIC shall consist of the Subsidiary REMIC Regular Interests and all proceeds thereof in the administration of this Agreement Distribution Account and shall be resolved evidenced by the Regular Certificates (which shall represent the “regular interests” in the Master REMIC) and the Class A-UR Interest as the single “residual interest” of the Master REMIC. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Class P Certificates represent beneficial ownership of the Class P Prepayment Charges, which portions of the Trust Fund shall be treated as a manner that preserves grantor trust under subpart E, Part I of subchapter J of the validity Code. The Subsidiary REMIC Interests shall have the initial principal amounts, pass-through rates and Corresponding Loan Groups as set forth in the following table, each of such REMIC election. Each Certificatewhich, other than the Class R Certificates, represents ownership A-LR Certificates is referred to herein as a “Subsidiary REMIC Regular Interest: Subsidiary REMIC Interests Initial Principal Amount Pass-Through Rate Corresponding Loan Group A-1 (0.9% of Group 1 GSA) (1) (2) 1 B-1 (0.1% of Group 1 GSA) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of Group 2 GSA) (1) (2) 2 B-2 (0.1% of Group GSA) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of Group 3 GSA) (1) (2) 3 B-3 (0.1% of Group 3 GSA) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-LR Certificate (3) (3) N/A _______________ (1) Each Class A Interest shall have a regular interest in the Upper Tier REMIC for purposes principal balance initially equal to 0.9% of the REMIC ProvisionsGroup Subordinate Amount (“GSA”) of its corresponding Loan Group. In addition, Each Class B Interest shall have a principal balance initially equal to 0.1% of the Group Subordinate Amount of its corresponding Loan Group. The initial principal balance of each Certificate, other than Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Loan Group over the initial aggregate principal balances of the Class R, Class X A and Class P Certificates, represents (i) the right B Interests corresponding to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust AssetsLoan Group.

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust shall elect that three segregated asset pools within the Trust Fund allocated to the Group I Certificates be treated for federal income tax purposes as comprising three REMICs (exclusive each, a “Trust REMIC” or, in the alternative, the “Group I Lower-Tier REMIC”, the “Group I Upper-Tier REMIC” and the “Class 1X REMIC”, respectively). The Class 1X Interest and each Class of Group I Principal Certificates (iother than the right of each Class of Group I Principal Certificates to receive Tax Basis Risk Carry Forward Amounts allocated to the Group I Certificates), represents ownership of a regular interest in the Group I Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 1R Certificates represent ownership of the sole class of residual interest in the Group I Upper-Tier REMIC, the Class 1RC Certificates represent ownership of the sole class of residual interest in the Group I Lower-Tier REMIC and the Class 1RX Certificates represent ownership of the sole class of residual interest in the Class 1X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Group I Certificate is the latest date referenced in Section 2.04. The Class 1X REMIC shall hold as assets the Class 1X Interest as set out below. The Group I Upper-Tier REMIC shall hold as assets the several classes of uncertificated Group I Lower-Tier Regular Interests, set out below. The Group I Lower-Tier REMIC shall hold as assets the assets described in the definition of “Trust Fund” herein and allocated to the Group I Certificates (other than the Prepayment Premiums from the Group I Mortgage Loans and the amounts held in the Excess Reserve Fund Account allocated to the Group I Certificates). Each Group I Lower-Tier Regular Interest is hereby designated as a regular interest in the Group I Lower-Tier REMIC. The Class LT-1AV1, Class LT-1AF2A, Class LT-1AF2B, Class LT-1AF3A, Class LT-1AF3B, Class LT-1AF4A, Class LT-1AF4B, Class LT-1AF5A, Class LT-1AF5B, Class LT-1AF6, Class LT-1AF7A, Class LT-1AF7B, Class LT-1M1, Class LT-1M2, Class LT-1M3, Class LT-1M4, Class LT-1M5, Class LT-1M6, Class LT-1B1, Class LT-1B2 and Class LT-1B3 Interests are hereby designated the Group I LT-Accretion Directed Classes (the “Group I LT Accretion Directed Classes”). The Class 1P Certificates represent beneficial ownership of the Prepayment Premiums from the Group I Mortgage Loans, each Class of Group I Certificates (excluding the Class 1P, Class 1X and the Group I Residual Certificates) represents beneficial ownership of a regular interest in the Swap Agreement, (ii) the Cap Agreement (iii) Group I Upper-Tier REMIC and the right to receive Tax Basis Risk Carry Forward Amounts allocated to the Group I Certificates and the obligation Class 1X Certificates represent beneficial ownership of a regular interest in the Class 1X REMIC and amounts in the Excess Reserve Fund Account allocated to pay Basis Risk Carryover Amountsthe Group I Certificates, (iv) which portions of the Supplemental Interest Trust and Fund shall be treated as a grantor trust. The Securities Administrator on behalf of the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two four segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code REMICs (each each, a “Trust REMIC” or, in the alternative, the “REMIC 1,” REMIC 2,” Group II Lower-Tier REMIC”, the “REMIC 3Group II Middle-Tier REMIC”, the “Group II Upper-Tier REMIC” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Class 2X REMIC.”) Any inconsistencies or ambiguities in this Agreement or in , respectively). The Class UT-Swap IO Interest, the administration Class 2X Interest and each Class of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, Group II Principal Certificates (other than the right of each Class R of Group II Principal Certificates to receive Tax Basis Risk Carry Forward Amounts allocated to the Group II Certificates), represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Group II Upper-Tier REMIC for purposes of the REMIC Provisions. The Upper Class 2R Certificates represent ownership of the sole class of residual interest in the Group II Upper-Tier REMIC, the Class 2RC Certificates represent ownership of the sole class of residual interest in the Group II Lower-Tier REMIC and the Group II Middle-Tier REMIC, and the Class 2RX Certificates represent ownership of the sole class of residual interest in the Class 2X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Group II Certificate is the latest date referenced in Section 2.04. The Class 2X REMIC shall hold as assets the Class 2X Interest and the Class UT-Swap-IO Interest as set out below. The Group II Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Group II Middle-Tier Interests Regular Interests, set out below. The Group II Middle-Tier REMIC shall hold as assets the several classes of uncertificated Group II Lower-Tier Regular Interests, set out below. The Group II Lower-Tier REMIC shall hold as assets the assets described in REMIC 3, the definition of “Trust Fund” herein and allocated to the Group II Certificates (other than the Class LT3Prepayment Premiums from the Group II Mortgage Loans and the amounts in the Excess Reserve Fund Account allocated to the Group II Certificates). Each Group II Lower-R interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC ProvisionsGroup II Lower-Tier REMIC. REMIC 3 shall hold as its assets the uncertificated Lower Each Group II Middle-Tier Interests in REMIC 2, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 2the Group II Middle-Tier REMIC. REMIC 2 shall hold as its assets The Class MT-2A1A, Class MT-2A1B, Class MT-2A2A, Class MT-2A2B, Class MT-2A3A, Class MT-2A3B, Class MT-2M1, Class MT-2M2, Class MT-2M3, Class MT-2M4, Class MT-2M5, Class MT-2M6, Class MT-2B1, Class MT-2B2 and Class MT-2B3 Interests are hereby designated the uncertificated Lower Tier Interests in REMIC 1Group II MT-Accretion Directed Classes (the “Group II MT Accretion Directed Classes”). The Class 2P Certificates represent beneficial ownership of the Prepayment Premiums from the Group II Mortgage Loans, each Class of Group II Certificates (excluding the Class 2P, Class 2X and each such Lower Tier Interest is hereby designated as class of Group II Residual Certificates) represents beneficial ownership of a regular interest in the Group II Upper-Tier REMIC 1. and the right to receive Tax Basis Risk Carry Forward Amounts and the Class 2X Certificates represent beneficial ownership of a regular interest in the Class 2X REMIC 1 shall hold as its assets and amounts in the property Excess Reserve Fund Account allocated to the Group II Certificates, which portions of the Trust Fund other than the Lower shall be treated as a grantor trust. Class LT-1AV1 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier Interests in REMIC Regular Interest 1AV1 Class LT-1AF2A (1, ) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC 2 and Regular Interest 1AF2A Class LT-1AF2B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC 3 and the Excluded Trust Assets.Regular Interest 1AF2B Class LT-1AF3A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF3A Class LT-1AF3B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF3B Class LT-1AF4A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF4A Class LT-1AF4B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF4B Class LT-1AF5A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF5A Class LT-1AF5B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF5B Class LT-1AF6 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF6 Class LT-1AF7A (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF7A Class LT-1AF7B (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1AF7B Class LT-1M1 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M1 Class LT-1M2 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M2 Class LT-1M3 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M3 Class LT-1M4 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M4 Class LT-1M5 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M5 Class LT-1M6 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1M6 Class LT-1B1 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1B1 Class LT-1B2 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1B2 Class LT-1B3 (1) ½ initial Class Certificate Balance of Corresponding Group I Upper-Tier REMIC Regular Interest 1B3 Group I Class LT-Accrual (1) ½ Pool Stated Principal Balance plus ½ Overcollateralized Amount

PRELIMINARY STATEMENT. The Securities Administrator on behalf of As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap AgreementAdditional Collateral, (ii) the Cap Agreement Swap Agreements, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsSwap Agreement Amount Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and Swap Agreement Payment Account, (v) the obligation to pay Class I Shortfalls Termination Receipts Account, (collectivelyvi) the Replacement Receipts Account, (vii) the “Excluded Trust Assets”Available Funds Cap Reserve Fund, and (viii) shall elect that two segregated asset pools within the Trust Fund Separate Interest Trust) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” , REMIC 2,” “, REMIC 3” 3 and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, other than the Class A-X Certificate and the Class R Certificates, Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class A-X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 3 of the table below for such REMIC under the heading “Upper Tier REMIC.” In addition, each Certificate, other than the Class R, R and the Class A-X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Available Funds Cap Shortfalls pursuant to Sections 5.08 and (ii) the obligation to pay Class I Shortfalls5.09 hereof. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 2, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Regular Interests in REMIC 1, and each such Lower Tier Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Regular Interests in REMIC 1, REMIC 2 and REMIC 3 3, the Additional Collateral, the Available Funds Cap Reserve Fund, the Swap Agreements, the Swap Agreement Amount Account, the Swap Agreement Payment Account, the Termination Receipts Account, the Replacement Receipts Account and the Excluded Trust AssetsSeparate Interest Trust. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap AgreementBasis Risk Reserve Fund, (ii) the Cap Agreement right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsAFC Shortfalls, (iv) the Supplemental Interest Trust right to receive and the Supplemental Interest Trust Account obligation to pay the Class A-IO Termination Amount, and (v) the obligation to pay Class I Shortfalls any Additional Collateral (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,3”; REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class RR Certificates, the Interest-Only Certificates, the Principal-Only Certificates, and the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay Class I AFC Shortfalls. The Class R Certificate represents Certificates represent ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3-R interestR-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 21, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. 1 for purposes of the REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate T1-PO (1) (2) T1-Pool (3) 16.218% (4) T1-1A-IO $4,253,849.61 16.218% (4) T1-2A-IO $1,244,788.46 16.218% (4) T1-3A-IO $ 289,960.44 16.218% (4) T1-4A-IO $ 93,297.84 16.218% (4) T1-5A-IO $ 252,682.86 16.218% (4) T1-6A-IO $ 287,578.36 16.218% (4) T1-7A-IO $ 558,056.37 16.218% (4) T1-8A-IO $ 98,803.34 16.218% (4) T1-9A-IO $ 225,850.99 16.218% (4) T1-10A-IO $ 559,486.21 16.218% (4) T1-11A-IO $ 9,158.66 16.218% (4) T1-12A-IO $ 154,766.44 16.218% (4) T1-13A-IO $ 453,784.67 16.218% (4) T1-14A-IO $ 518,159.92 16.218% (4) T1-15A-IO $ 464,308.61 16.218% (4) T1-16A-IO $ 90,081.44 16.218% (4) T1-17A-IO $ 369,091.96 16.218% (4) T1-18A-IO $ 395,485.85 16.218% (4) T1-19A-IO $1,028,263.15 16.218% (4) T1-20A-IO $ 401,639.27 16.218% (4) T1-21A-IO $ 179,261.69 16.218% (4) T1-22A-IO $ 632,311.59 16.218% (4) T1-23A-IO $ 698,929.71 16.218% (4) T1-24A-IO $ 195,676.67 16.218% (4) T1-25A-IO $ 228,474.26 16.218% (4) T1-26A-IO $1,725,456.37 16.218% (4) T1-27A-IO $ 213,079.74 16.218% (4) T1-28A-IO $2,059,951.43 16.218% (4) T1-29A-IO $ 32,864.76 16.218% (4) T1-30A-IO $4,750,589.81 16.218% (4) R-1 (5) (5)

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Interest Rate Swap Agreement, (ii) the Cap Agreement Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Net WAC Rate Carryover Amounts, (iv) the Supplemental Interest Trust and Net WAC Rate Carryover Reserve Account, (v) the Supplemental Interest Trust Account and Trust, (vvi) the obligation to pay Class I Shortfalls IO Distribution Amounts, (vii) the Cap Contract and (viii) the Cap Account (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative the “REMIC 1Subsidiary REMIC,” REMIC 2the “Middle REMIC,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Master REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X P, and Class P C Certificates, represents (i) the right to receive payments with respect to any Basis Risk Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class I ShortfallsIO Distribution Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1the Subsidiary REMIC, REMIC 2the Middle REMIC, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Master REMIC shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 3the Middle REMIC, other than the Class LT3MT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Middle REMIC 3 for purposes of the REMIC Provisions. The Middle REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 2the Subsidiary REMIC, other than the LT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests interests in the Subsidiary REMIC 1and the Middle REMIC, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyCertificates. As provided herein, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated Trustee, for federal income tax purposes purposes, shall treat the Trust Fund as comprising consisting of a trust (the “ES Trust”) beneath which are four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, or in the alternative, “REMIC 1,” ”, “REMIC 2,” ”, “REMIC 3” and the “Master REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. REMIC 1 will consist of the Mortgage Loans, excluding any rights of the Trust Fund in respect of the Additional Collateral. REMIC 1 will issue uncertificated REMIC regular interests (the “REMIC 4,1 Regular Interests”; ). The REMIC 4 also being referred to herein as 1 Regular Interests will represent the “Upper Tier regular interests” in REMIC 1, and the Class R1 Interest will represent the single Class of “residual interest” in REMIC 1. The Trustee will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Interests (other than the Class R2 Interests), which will constitute the regular interests in REMIC 2 and the Class R2 Interest, which will represent the single Class of “residual interest” in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of REMIC 3. REMIC 3 will consist of the REMIC 2 Interests and will be evidenced by the REMIC 3 Interests (other than the Class R3 Interests), which will constitute the regular interests in REMIC 3 and the Class R3 Interest, which will represent the single Class of “residual interest” in REMIC 3. The Trustee will hold the REMIC 3 Regular Interests for the benefit of the Master REMIC.”) Any inconsistencies or ambiguities in this Agreement or . The Master REMIC will consist of the REMIC 3 Interests and will be evidenced by the Master REMIC Interests (other than the Class R4 Interests), which will constitute the regular interests in the administration Master REMIC and the Class R4 Interest, which will represent the single Class of this Agreement “residual interest” in the Master REMIC. The “latest possible maturity date” for federal income tax purposes of all regular and residual interests created hereunder will be the Latest Possible Maturity Date. The ES Trust shall be resolved in a manner that preserves hold the validity of such R1 Interest, R2 Interest, the R3 Interest, the R4 Interest and all Master REMIC electionregular interests, and shall issue the Certificates. Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a regular interest in the Upper Tier REMIC for purposes one or more of the Master REMIC Provisionsregular interests held by the ES Trust. For federal income tax purposes the Trustee shall treat the ES Trust as a Grantor Trust and shall treat each Holder of an ES Trust Certificate as the owner of the individual, underlying assets represented by such ES Trust Certificate. In addition, each Certificateto the fullest extent possible, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R ownership of an ES Trust Certificate represents shall be treated as direct ownership of the sole Class of residual individual, underlying assets represented by such ES Trust Certificate for federal income tax reporting purposes. Except as provided below, REMIC 1 will issue a single regular interest corresponding to each Mortgage Loan in each of REMIC Collateral Allocation Group 1, REMIC Collateral Allocation Group 2, REMIC Collateral Allocation Group 3 and Collateral Allocation Group 4 having a Net Mortgage Rate equal to that of its corresponding Mortgage Loan and allocated principal, interest and Realized Losses in the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold same manner as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assetsitems are allocated to their corresponding Mortgage Loans.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Board of Directors of the Depositor has duly authorized the formation of a trust (the "Trust") to issue a series of asset backed certificates with an aggregate initial Certificate Principal Balance of $490,000,000 to be known as the Saxon Asset Securities Trust Fund 2001-1, Mortgage Loan Asset Backed Certificates, Series 2001-1 (exclusive the "Certificates"). The Certificates in the aggregate evidence the entire beneficial ownership in the Trust. The Certificates consist of (i) the Swap Agreementfollowing: the Class AF-1, (ii) Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1, Class PV-1, Class C and Class R Certificates. In accordance with Section 10.01 of the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyStandard Terms, the “Excluded Trust Assets”) shall elect that two Trustee will make elections to treat each of the segregated asset pools within the Trust Fund be treated for federal income tax purposes of assets described below as comprising four a real estate mortgage investment conduits under Section 860D of the Code conduit (each a “"REMIC” " or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” the POOLING REMIC, the SECOND-TIER REMIC, and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier ISSUING REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateThe Certificates, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents represent ownership of the sole Class of residual interest regular interests in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier ISSUING REMIC for purposes of the REMIC Provisions. The Upper Tier Class R Certificates represents ownership of the sole class of residual interest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC for purposes of the REMIC Provisions. The ISSUING REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3the SECOND-TIER REMIC, other than the Class LT3LT2-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the SECOND-TIER REMIC 3 for purposes of the REMIC Provisions. The SECOND-TIER REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2the POOLING REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the POOLING REMIC. The POOLING REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund Estate other than the Lower Tier Interests in the POOLING REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.SECOND-TIER REMIC, the Prefunding Account and the Capitalized Interest Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in March 2033. POOLING REMIC The following table sets forth (or describes) the class designation, interest rate, and principal amount for each class of the POOLING REMIC Lower Tier Interests. POOLING REMIC POOLING REMIC Lower Tier Class Lower Tier Initial Class Designation Interest Rate Principal Amount ----------- ------------- ----------------

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap AgreementClass A-3 Interest Rate Cap Account, (ii) the Class A-3 Interest Rate Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (ivReserve Fund) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR Certificates and exclusive of the right to receive amounts from the Basis Risk Reserve Fund in the case of each Certificate other than the Class X, Class P or Class AR Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class P Reserve Fund and several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31, other than the Class LT3LT1-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in Subsidiary REMIC 1. Subsidiary REMIC 1 shall hold as its assets the property Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the Trust Fund other than REMIC Provisions is the Lower Tier Interests Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.: LT1-A-1A (1) (3) A-1-A LT1-A-1B (1) (3) A-1-B LTI-A-2 (1) (3) A-2 LT1-A-3 (1) (3) A-3 LT1-A-4 (1) (3) A-4 LT1-A-5 (1) (3) A-5 LT1-A-6A (1) (3) A-6-A LT1-A-6B (1) (3) A-6-B LT1-M-1 (1) (3) M-1 LT1-M-2 (1) (3) M-2 LT1-M-3 (1) (3) M-3 LT1-M-4 (1) (3) M-4 LT1-AR (1) (3) AR LT1-B (1) (3) B LT1-Q (2) (3) N/A LT1-R (4) (4) N/A ________________

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap AgreementYield Maintenance Account, (ii) the Cap Yield Maintenance Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vTrust) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four six real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Subsidiary REMIC 3,” “Middle REMIC 1,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR and Class AR-L Certificates, and in the case of the Class V-A-1 Certificates, exclusive of the right to receive amounts from the Supplemental Interest Trust, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 1, Subsidiary REMIC 2, and Subsidiary REMIC 3, other than the Class LT1-R, Class LT2-R, and LT3-R interestInterests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 3 for purposes of 1 shall hold as its assets the Mortgage Loans in Loan Groups I, II, VII, XI, and XII, and all collections and accounts related thereto. Subsidiary REMIC Provisions2 shall hold as its assets the Mortgage Loans in Loan Groups III, IV, V, VIII, IX and X and all collections and accounts related thereto. Subsidiary REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in Loan Group VI and all collections and accounts related thereto. The startup day for each REMIC 2created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC 2created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests interest in Subsidiary REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC : LT1-Grp I (1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) 5.000% N/A LT1-I-X (2) (2) C-X LT1-I-PO (3) (4) C-P LT1-Grp II (5) 5.250% N/A LT1-II-X (6) (6) C-X LT1-II-PO (7) (8) C-P LT1-Grp VII (9) 5.000% N/A LT1-VII-X (10) (10) C-X LT1-VII-PO (11) (12) C-P LT1-Grp XI (13) 5.500% N/A LT1-XI-X (14) (14) C-X LT1-XI-PO (15) (16) C-P LT1-Grp XII (17) 5.250% N/A LT1-XII-X (18) (18) C-X LT1-XII-PO (19) (20) C-P LT1-R (21) (21) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf On the Closing Date, the Depositor will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund (exclusive of which is hereby created. On the Closing Date, the Depositor will acquire: (i) the Swap AgreementREMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the Cap Agreement REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the right REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests and, to receive and the obligation extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to pay Basis Risk Carryover Amounts, the Trust; (iv) the Supplemental Interest Trust and Exchangeable Certificates as consideration for its transfer of the Supplemental Interest Trust Account E▇ ▇▇▇▇▇ III Regular Interests to the Trust; and (v) the obligation Class V Certificates as consideration for its transfer to pay the Trust of the right to receive Excess Interest. 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, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the E▇ ▇▇▇▇▇ III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Shortfalls Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the E▇ ▇▇▇▇▇ III Regular Interests, the Holders of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Excluded Trust AssetsRegistered Certificates”) shall elect that two segregated asset pools within were offered for sale pursuant to the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code Depositor’s prospectus dated October 1, 2013 (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Prospectus”) Any inconsistencies or ambiguities in this Agreement or in ), as supplemented by a free writing prospectus dated March 19, 2014, as further supplemented by the administration of this Agreement shall be resolved in a manner that preserves free writing prospectus dated March 25, 2014 (collectively, the validity of such REMIC election. Each Certificate“Free Writing Prospectus”, other than and together with the Class R CertificatesProspectus, represents ownership of a regular interest in the Upper Tier REMIC for purposes of “Preliminary Prospectus”), and as further supplemented by the REMIC Provisions. In additionfinal prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, each Certificateand together with the Prospectus, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls“Final Prospectus”). The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificate represents ownership of Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated March 19, 2014 (as supplemented by the sole Class of residual interest in each of REMIC 1preliminary private placement memorandum supplement, REMIC 2dated March 25, REMIC 3 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Upper Tier REMIC for purposes of Pricing Date (the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets“Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account Account, and (vvi) the obligation obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 43,”; ” REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the Class LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): LT1-A (5) (1) LT1-F1 $ 9,368,648.00 (2) LT1-V1 $ 9,368,648.00 (3) LT1-F2 $ 10,970,821.00 (2) LT1-V2 $ 10,970,821.00 (3) LT1-F3 $ 12,541,232.50 (2) LT1-V3 $ 12,541,232.50 (3) LT1-F4 $ 14,063,929.00 (2) LT1-V4 $ 14,063,929.00 (3) LT1-F5 $ 15,520,533.50 (2) LT1-V5 $ 15,520,533.50 (3) LT1-F6 $ 16,877,677.50 (2) LT1-V6 $ 16,877,677.50 (3) LT1-F7 $ 18,034,066.50 (2) LT1-V7 $ 18,034,066.50 (3) LT1-F8 $ 18,592,374.50 (2) LT1-V8 $ 18,592,374.50 (3) LT1-F9 $ 17,709,320.50 (2) LT1-V9 $ 17,709,320.50 (3) LT1-F10 $ 16,867,687.00 (2) LT1-V10 $ 16,867,687.00 (3) LT1-F11 $ 16,066,120.00 (2) LT1-V11 $ 16,066,120.00 (3) LT1-F12 $ 15,312,678.50 (2) LT1-V12 $ 15,312,678.50 (3) LT1-F13 $ 14,589,391.00 (2) LT1-V13 $ 14,589,391.00 (3) LT1-F14 $ 13,894,681.00 (2) LT1-V14 $ 13,894,681.00 (3) LT1-F15 $ 13,241,540.00 (2) LT1-V15 $ 13,241,540.00 (3) LT1-F16 $ 12,652,269.00 (2) LT1-V16 $ 12,652,269.00 (3) LT1-F17 $ 12,667,801.00 (2) LT1-V17 $ 12,667,801.00 (3) LT1-F18 $ 13,528,259.50 (2) LT1-V18 $ 13,528,259.50 (3) LT1-F19 $ 14,625,985.00 (2) LT1-V19 $ 14,625,985.00 (3) LT1-F20 $ 13,494,165.50 (2) LT1-V20 $ 13,494,165.50 (3) LT1-F21 $ 12,448,593.00 (2) LT1-V21 $ 12,448,593.00 (3) LT1-F22 $ 11,239,957.00 (2) LT1-V22 $ 11,239,957.00 (3) LT1-F23 $ 9,746,865.00 (2) LT1-V23 $ 9,746,865.00 (3) LT1-F24 $ 8,283,095.50 (2) LT1-V24 $ 8,283,095.50 (3) LT1-F25 $ 7,889,335.50 (2) LT1-V25 $ 7,889,335.50 (3) LT1-F26 $ 8,117,865.50 (2) LT1-V26 $ 8,117,865.50 (3) LT1-F27 $ 10,925,341.50 (2) LT1-V27 $ 10,925,341.50 (3) LT1-F28 $ 9,950,588.50 (2) LT1-V28 $ 9,950,588.50 (3) LT1-F29 $ 9,070,640.00 (2) LT1-V29 $ 9,070,640.00 (3) LT1-F30 $ 8,275,708.50 (2) LT1-V30 $ 8,275,708.50 (3) LT1-F31 $ 7,541,402.00 (2) LT1-V31 $ 7,541,402.00 (3) LT1-F32 $ 6,885,223.00 (2) LT1-V32 $ 6,885,223.00 (3) LT1-F33 $ 6,073,052.50 (2) LT1-V33 $ 6,073,052.50 (3) LT1-F34 $ 4,402,448.00 (2) LT1-V34 $ 4,402,448.00 (3) LT1-F35 $ 4,161,032.50 (2) LT1-V35 $ 4,161,032.50 (3) LT1-F36 $ 3,933,127.00 (2) LT1-V36 $ 3,933,127.00 (3) LT1-F37 $ 3,717,963.00 (2) LT1-V37 $ 3,717,963.00 (3) LT1-F38 $ 3,514,628.00 (2) LT1-V38 $ 3,514,628.00 (3) LT1-F39 $ 3,322,103.50 (2) LT1-V39 $ 3,322,103.50 (3) LT1-F40 $ 3,141,083.50 (2) LT1-V40 $ 3,141,083.50 (3) LT1-F41 $ 2,970,138.00 (2) LT1-V41 $ 2,970,138.00 (3) LT1-F42 $ 2,808,696.00 (2) LT1-V42 $ 2,808,696.00 (3) LT1-F43 $ 50,175,202.00 (2) LT1-V43 $ 50,175,202.00 (3) LT1-R (4) (4)

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iii) the Excess Reserve Fund Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 43,”; REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Cap Agreement, (ii) the Cap Agreement Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls, (iv) the right to receive and the obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Account, (viii) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vix) the obligation to pay Class I Shortfalls any Additional Collateral (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,”; ” REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class RRL and Class R Certificates, the Interest-Only Certificates and the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay Class I AFC Shortfalls. The Class R Certificate represents Certificates represent ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interest in REMIC 1. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interestR-3 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 22 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 11 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”):

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund (exclusive of (i) excluding the Swap AgreementCredit Comeback Excess Account, (ii) the Cap Agreement (iii) Carryover Reserve Fund, the right to receive assets held in the Pre-Funding Account and the obligation Trust Fund's rights with respect to pay Basis Risk Carryover Amounts, (ivpayments received under the Corridor Contracts) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising will consist of four real estate mortgage investment conduits under Section 860D of the Code REMICs (each a “REMIC” or, in the alternative, “"REMIC 1,” " "REMIC 2,” “" "REMIC 3” " and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier "Master REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election"). Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class A-R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC ProvisionsMaster REMIC. The Upper Tier Master REMIC shall will hold as its assets the several classes of uncertificated Lower Tier REMIC 3 Interests in REMIC 3, (other than the Class LT3R-3-R interest, and each such Lower Tier Interest). Each REMIC 3 Interest (other than the R-3-R Interest) is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions3. REMIC 3 shall will hold as its assets the uncertificated Lower Tier several classes of REMIC 2 Interests in (other than the R-2-R Interest). Each REMIC 2, and each such Lower Tier 2 Interest (other than the R-2-R Interest) is hereby designated as a regular interest in REMIC 2. REMIC 2 shall will hold as its assets the uncertificated Lower Tier several classes of REMIC 1 Interests in (other than the R-1-R Interest). Each REMIC 1, and each such Lower Tier 1 Interest (other than the R-1-R Interest) is hereby designated as a regular interest in REMIC 1. REMIC 1 shall will hold as its assets the all property of the Trust Fund other than (excluding the Lower Tier Interests Credit Comeback Excess Account, the Carryover Reserve Fund, the assets held in REMIC 1, REMIC 2 and REMIC 3 the Pre-Funding Account and the Excluded Trust AssetsFund's rights with respect to payments received under the Corridor Contracts). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. None of the REMICs described herein shall hold any interest in the Swap Trust, Swap Contract or Swap Account.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreementright to receive or the obligation to pay Net Rate Carryover Amounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the Group I REMIC Maximum Rate, (ii) the Cap Agreement obligation to pay Swap Termination Payments or any Class I Distribution Amounts, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsGroup I Cap 1 Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and Group I Cap 1 Agreement (v) the obligation to pay Group I Cap 2 Account, (vi) the Group I Cap 2 Agreement, (vii) the Group I Swap Account, (viii) the Group I Swap Agreement, (ix) the Supplemental Interest Trust, (x) any Class I Shortfalls II-P Prepayment Charges and (xi) the Carryover Reserve Fund (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four eight real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” REMIC 2IA,” “REMIC 3IIA,” “REMIC IIIA,” “REMIC IVA,” “REMIC VA,” “Master REMIC I,” “Class I-C REMIC,” “Class I-P REMIC,” “REMIC IB,” “Master REMIC II,” and “Class II-P REMIC”). For purposes of the REMIC 4,”; Provisions, each Group I Certificate, other than the Class I-R, Class R-X, Class I-P, and Class I-C Certificates and exclusive of the right receive or the obligation to pay any Net Carryover Amounts reflecting any interest rate in excess of the Group I REMIC 4 also being referred to herein as Maximum Rate, represents ownership of a regular interest in Master REMIC I. For purposes of the “Upper Tier REMIC Provisions, each Group II Certificate (other than the Class II-P, Class II-A-LR and Class II-A-UR Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates) and the Uncertificated REMIC Intereststs represent ownership of a regular interest in Master REMIC II. The Class I-R Certificate represents ownership of the sole class of residual interest in each of REMIC IA, REMIC IIA, REMIC IIIA, REMIC IVA, REMIC VA and Master REMIC I. The Class II-A-LR Certificate represents ownership of the sole class of residual interest in REMIC IB and the Class II-A-UR Certificate represents ownership of the sole class of residual interest in Master REMIC II. The Class R-X Certificate represents ownership of the sole class of residual interest in the Class I-C REMIC and the Class I-P REMIC.”) . Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than The Class I-P REMIC shall hold as its assets the Class R CertificatesI-P interest issued by the Master REMIC I, represents ownership of and such interest is hereby designated as a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class I-P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier Class I-C REMIC shall hold as its assets the Class I-C interest issued by the Master REMIC I, and such interest is hereby designated as a regular interest in the Class I-C REMIC for purposes of the REMIC Provisions. Master REMIC I shall hold as its assets the Class I-P Reserve Fund and the uncertificated Lower Tier Interests interests in REMIC 3VA, other than the Class LT3LT5-R RA interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in REMIC 3 VA for purposes of the REMIC Provisions. REMIC 3 VA shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 2IVA, other than the LT4-RA interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in REMIC 2IVA for purposes of the REMIC Provisions. REMIC 2 IVA shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 1IIIA, other than the LT3-RA interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in REMIC 1IIIA for purposes of the REMIC Provisions. REMIC 1 IIIA shall hold as its assets the uncertificated interests in REMIC IIA, other than the LT2-RA interest, and each such interest is hereby designated as a regular interest in REMIC IIA for purposes of the REMIC Provisions. REMIC IIA shall hold as its assets the uncertificated interests in REMIC IA, other than the LT1-RA interest, and each such interest is hereby designated as a regular interest in REMIC IA for purposes of the REMIC Provisions. The REMIC IA shall hold as its assets the property of the Trust Fund relating to the Group I Mortgage Loans, other than the Lower Tier Interests interests in REMIC 1IVA, REMIC 2 IIIA, REMIC IIA and REMIC 3 IA, and the Excluded Trust Assets. The Class II-P REMIC shall hold as its assets the Class II-P interest issued by the Master REMIC II, and such interest is hereby designated as a regular interest in the Class II-P REMIC for purposes of the REMIC Provisions. Master REMIC II shall hold as its assets the uncertificated interests in REMIC IB, other than the LT1-RB interest, and each such interest is hereby designated as a regular interest in REMIC IB for purposes of the REMIC Provisions. The REMIC IB shall hold as its assets the property of the Trust Fund relating to the Group II Mortgage Loans, other than the interests in REMIC IB and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Cap Agreement, (ii) the Cap Agreement Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls, (iv) the Supplemental Interest Trust right to receive and the Supplemental Interest Trust Account and obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class I Shortfalls A-IO Termination Amount and (vi) any Additional Collateral (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,3”; REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class RR Certificates, the Interest-Only Certificates and the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay Class I AFC Shortfalls. The Class R Certificate represents Certificates represent ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3-R interestR-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 21, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. 1 for purposes of the REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): T1-1A-IO-1 $ 6,055,532.02 (1) T1-2A-IO-1 $ 5,749,834.21 (1) T1-3A-IO-1 $ 5,460,673.26 (1) T1-5A-IO-1 $ 4,924,021.81 (1) T1-6A-IO-1 $ 4,676,985.96 (1) T1-7A-IO-1 $ 4,444,283.44 (1) T1-8A-IO-1 $ 4,220,098.52 (1) T1-9A-IO-1 $ 4,007,294.53 (1) T1-10A-IO-1 $ 3,805,388.88 (1) T1-11A-IO-1 $ 3,613,621.82 (1) T1-12A-IO-1 $ 3,431,420.92 (1) T1-13A-IO-1 $ 3,678,176.27 (1) T1-14A-IO-1 $ 4,303,983.72 (1) T1-15A-IO-1 $ 3,999,104.69 (1) T1-16A-IO-1 $ 3,715,785.67 (1) T1-17A-IO-1 $ 3,452,504.24 (1) T1-18A-IO-1 $ 3,207,845.42 (1) T1-19A-IO-1 $ 2,980,493.94 (1) T1-20A-IO-1 $ 2,769,227.36 (1) T1-21A-IO-1 $ 2,572,909.46 (1) T1-22A-IO-1 $ 2,390,484.14 (1) T1-23A-IO-1 $ 2,220,969.83 (1) T1-24A-IO-1 $ 2,063,454.21 (1) T1-25A-IO-1 $ 1,917,089.35 (1) T1-26A-IO-1 $ 1,781,087.14 (1) T1-27A-IO-1 $ 1,654,715.11 (1) T1-28A-IO-1 $ 1,537,292.45 (1) T1-29A-IO-1 $ 1,428,186.49 (1) T1-30A-IO-1 $ 18,646,955.15 (1) T1-Pool-1 (2) (1) T1-1A-IO-2 $ 11,573,398.09 (3) T1-2A-IO-2 $ 10,989,145.13 (3) T1-3A-IO-2 $ 10,436,497.57 (3) T1-4A-IO-2 $ 9,910,413.94 (3) T1-5A-IO-2 $ 9,410,843.47 (3) T1-6A-IO-2 $ 8,938,706.07 (3) T1-7A-IO-2 $ 8,493,962.45 (3) T1-8A-IO-2 $ 8,065,497.80 (3) T1-9A-IO-2 $ 7,658,784.53 (3) T1-10A-IO-2 $ 7,272,900.26 (3) T1-11A-IO-2 $ 6,906,392.99 (3) T1-12A-IO-2 $ 6,558,168.68 (3) T1-13A-IO-2 $ 6,227,013.16 (3) T1-14A-IO-2 $ 5,912,894.54 (3) T1-15A-IO-2 $ 5,615,280.55 (3) T1-16A-IO-2 $ 5,331,625.13 (3) T1-17A-IO-2 $ 5,062,408.16 (3) T1-18A-IO-2 $ 4,807,098.22 (3) T1-20A-IO-2 $ 4,333,583.11 (3) T1-21A-IO-2 $ 4,114,837.50 (3) T1-22A-IO-2 $ 3,907,402.91 (3) T1-23A-IO-2 $ 3,709,751.27 (3) T1-24A-IO-2 $ 3,521,869.44 (3) T1-25A-IO-2 $ 3,344,241.50 (3) T1-26A-IO-2 $ 4,028,566.32 (3) T1-27A-IO-2 $ 4,168,927.64 (3) T1-28A-IO-2 $ 3,874,291.46 (3) T1-29A-IO-2 $ 3,600,582.44 (3) T1-30A-IO-2 $ 46,805,045.38 (3) T1-Pool-2 (4) (3) R-1 (5) (5)

PRELIMINARY STATEMENT. The Securities Administrator on behalf of As provided herein, the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “REMIC 3Middle REMIC” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in the Middle REMIC, other than the Class MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in the Middle REMIC for purposes of the REMIC Provisions. The Middle REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3each of the Subsidiary REMICs, other than the Class LT3LT1-R interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, Group I Mortgage Loans and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Group II Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in November 2035. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Lower Tier Interests in Subsidiary REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC : LT1-AX 7.50% (1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) LT1-PO 0.00% $ 6,277,485.24 LT1-P&I 7.50% $ 186,469,896.18 LT1-R (2) (2)

PRELIMINARY STATEMENT. Through this Agreement, the Depositor intends to cause the issuance and sale of the Provident Funding Mortgage Loan Trust 2003-1, Provident Funding 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 Securities Administrator on behalf of Depositor intends to sell the Certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund (exclusive created hereunder. The Certificates will consist of nine classes of certificates, designated as (i) the Swap AgreementClass A Certificates, (ii) the Cap Agreement Class A-R Certificate, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsClass A-IO Certificates, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and Class B-1 Certificates, (v) the obligation to pay Class I Shortfalls B-2 Certificates, (collectivelyvi) the Class B-3 Certificates, (vii) the Class B-4 Certificates, (viii) the Class B-5 Certificates and (ix) the Class B-6 Certificates. As provided herein, the “Excluded Trust Assets”) Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, the “REMIC 1,” REMIC 2,” “REMIC 3Lower Tier REMIC” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, other than the Class A-R Certificates, Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class A-R Certificate represents ownership of the sole Class class of residual interest in each of the Lower Tier REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3the Lower Tier REMIC, other than the Class LT3LT-A-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the Lower Tier REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated The Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than Fund. 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, Pass-Through Rate and original class principal balance for each Class of interests in the Lower Tier Interests REMIC (each of which, except for the LT-A-R Interest, is hereby designated a REMIC regular interest for purposes of the REMIC Provisions), each such Class a “Lower Tier Interest” comprising the interests in REMIC the Trust Fund created hereunder: LT-A $364,182,000.00 (1), REMIC 2 and REMIC 3 and the Excluded Trust Assets.(2) A, A-IO LT-A-R $100.00 (1) A-R LT-B-4 $750,000.00 (1) B-4 LT-B-5 $563,000.00 (1) B-5

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsNet WAC Cap Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and Cap Agreement, (v) the obligation to pay Class I Shortfalls Cap Account, (vi) the Final Maturity Reserve Fund, (vii) the Pre-Funding Account and (viii) the External Trust (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R Certificates, Offered Certificate represents ownership of a regular interest in the Upper Tier REMIC 4 for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, Offered Certificate represents (i) the right to receive payments with respect to any Basis Risk Net WAC Cap Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 3, and REMIC 4. The Class X Certificate represents ownership of five regular interests in REMIC 4 as described in footnote (14) to the table for REMIC 4 as well as ownership of the Excluded Trust Assets and the Upper Tier obligation to make Net Swap Payments to the Swap Counterparty and the obligation to make payments in respect of Net WAC Cap Carryover with respect to the Offered Certificates. REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC 4 shall hold as its assets the uncertificated Lower Tier Interests lower tier interests in REMIC 3, other than the Class LT3-R R-3 interest, and each such Lower Tier Interest lower tier interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions3. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests lower tier interests in REMIC 2, other than the Class R-2 interest, and each such Lower Tier Interest lower tier interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests lower tier interests in REMIC 1, other than the Class R-1 interest, and each such Lower Tier Interest lower tier interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests lower tier interests in REMIC 1, REMIC 2 2, and REMIC 3 and the Excluded Trust Assets.. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, initial principal balances, and interest rates for each interest in REMIC 1, each of which (other than the Class R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): Class LT-Initial $ 199,546,454.95 (1) Class LT-PF $ 66,453,545.05 (2) Class LT-X (3) (3) Class R-1 (4) (4)

PRELIMINARY STATEMENT. In consideration of the mutual agreements herein contained, the parties hereto agree as follows: The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Certificates. The Trust Fund be treated is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the Code assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2 (each a “REMIC” orexclusive of the Class P Prepayment Charges, in the alternative, “Cap Accounts and the Cap Contracts) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as regular interests (the “Upper Tier REMIC.Subsidiary REMIC Regular Interests”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions). In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class X A-LR Certificate and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfallsshall designate such interest as its sole class of residual interest. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier Middle REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class LT3-R R-2 interest and shall designate such interest as its sole class of residual interest. In addition, and each such Lower Tier Interest is hereby designated as a the Middle REMIC shall issue the uncertificated REMIC regular interest in interests set forth below for the Middle REMIC 3 for purposes (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Provisions. Regular Interests and shall be evidenced by the Certificates set forth below for the Master REMIC 3 shall hold as its assets (which, except for the uncertificated Lower Tier Interests Class P, Class A-LR and Class A-UR Certificates and, in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property case of the Trust Fund other than Class 1-A-10 and Class 1-A-11 Certificates, exclusive of the Lower Tier Interests entitlement to receive payments from the applicable Cap Account, shall represent the “regular interests” in REMIC 1, REMIC 2 and REMIC 3 the Master REMIC) and the Excluded Trust AssetsClass R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Cap Agreement, (ii) the Cap Agreement Reserve Fund, (iii) the right rights to receive and the obligation obligations to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls, (iv) the Supplemental Interest Trust rights to receive and the Supplemental Interest Trust Account and obligations to pay AFC Shortfalls, (v) the obligation to pay Class I Shortfalls Strip Amount and (collectively, the “Excluded Trust Assets”vi) shall elect that two segregated asset pools within the Trust Fund any Additional Collateral) be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4,” and “REMIC 4,5”; REMIC 4 5 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class F, Class IO, Class A-IO, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls and (ii) the right to receive (and in the case of the LIBOR Certificates that are Subordinate Certificates, the obligation to pay Class I pay) AFC Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 4, other than the R-4 Interest, and each such Interest is hereby designated as a regular interest in REMIC 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the uncertificated Interests in REMIC 3, other than the Class LT3-R interestR-3 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 22 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and 2, REMIC 3 and REMIC 4; the Excluded Trust Assets.Cap Agreement; the Reserve Fund; the rights and obligations with respect to the payment of Basis Risk Shortfalls, Unpaid Basis Risk Shortfalls and AFC Shortfalls, the Strip Amount and any Additional Collateral. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): T1-ARM-A (1) (2) T1-ARM-B (1) (2) T1-Fixed-A-1 (3) (5) T1-Fixed-A-2 (3) (5) T1-Fixed-B (4) (6) T1-IO (7) (7) R-1 (8) (8)

PRELIMINARY STATEMENT. The Securities Administrator on behalf of As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the assets held in the Excess Reserve Fund Account, the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsAgreement, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four nine real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Lower Tier REMIC, the Middle Tier REMIC, the Upper Tier REMIC., the Class B-1 REMIC, the Class B-2 REMIC, the Class B-3 REMIC, the Class B-4 REMIC, the Class ▇▇ ▇▇▇▇▇, and the Class P REMIC”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, other than the Class CE, Class B, Class P, Class R and Class R-X Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, Class of Certificates (other than the Class CE, Class R, Class X R-X, and Class P Certificates, ) represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Carry Forward Amounts. The Class CE Certificate represents ownership of a regular interest in the Class ▇▇ ▇▇▇▇▇ and (ii) also represents ownership of the obligation assets held from time to pay time in the Excess Reserve Fund Account and the Supplemental Interest Trust. Each of the Class I ShortfallsB-1, Class B-2, Class B-3, Class B-4, and Class P Certificates represents ownership of a regular interest in the Class B-1 REMIC, Class B-2 REMIC, Class B-3 REMIC, Class B-4 REMIC, and Class P REMIC, respectively. The Class R Certificate represents ownership of the sole Class class of residual interest in each of the Lower Tier, Middle Tier, and Upper Tier REMICs. The Class R-X Certificate represents ownership of the sole class of residual interest in each remaining REMIC. The Class P REMIC 1, REMIC 2, REMIC 3 and shall hold as its assets the uncertificated Class P interest in the Upper Tier REMIC. The Class ▇▇ ▇▇▇▇▇ shall hold as its assets the uncertificated Class CE interest in the Upper Tier REMIC. The Class B-1 REMIC for purposes of shall hold as its assets the uncertificated Class B-1 interest in the Upper Tier REMIC. The Class B-2 REMIC Provisionsshall hold as its assets the uncertificated Class B-2 interest in the Upper Tier REMIC. The Class B-3 REMIC shall hold as its assets the uncertificated Class B-3 interest in the Upper Tier REMIC. The Class B-4 REMIC shall hold as its assets the uncertificated Class B-4 interest in the Upper Tier REMIC. The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in the Middle Tier REMIC, other than the Class MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in the Middle Tier REMIC for purposes of the REMIC Provisions. The Middle Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3the Lower Tier REMIC, other than the Class LT3LT-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the interests in the Lower Tier Interests in REMIC 1and the Middle Tier REMIC, REMIC 2 and REMIC 3 and the Excluded Trust Assets.Property. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in the thirty-sixth month following the month in which the Mortgage Loan having the latest maturity date matures. The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of Lower Tier REMIC interests. Class LT-A (1) $ 42,860,572.99 Class LT-F1 (2) $ 4,741,120.26 Class LT-V1 (3) $ 4,741,120.26 Class LT-F2 (2) $ 5,713,459.18 Class LT-V2 (3) $ 5,713,459.18 Class LT-F3 (2) $ 6,667,878.33 Class LT-V3 (3) $ 6,667,878.33 Class LT-F4 (2) $ 7,597,485.31 Class LT-V4 (3) $ 7,597,485.31 Class LT-F5 (2) $ 8,492,863.58 Class LT-V5 (3) $ 8,492,863.58 Class LT-F6 (2) $ 9,326,751.93 Class LT-V6 (3) $ 9,326,751.93 Class LT-F7 (2) $ 10,073,337.98 Class LT-V7 (3) $ 10,073,337.98 Class LT-F8 (2) $ 10,179,911.71 Class LT-V8 (3) $ 10,179,911.71 Class LT-F9 (2) $ 9,934,520.18 Class LT-V9 (3) $ 9,934,520.18 Class LT-F10 (2) $ 9,614,093.56 Class LT-V10 (3) $ 9,614,093.56 Class LT-F11 (2) $ 9,160,679.25 Class LT-V11 (3) $ 9,160,679.25 Class LT-F12 (2) $ 8,727,930.00 Class LT-V12 (3) $ 8,727,930.00 Class LT-F13 (2) $ 8,318,751.39 Class LT-V13 (3) $ 8,318,751.39 Class LT-F14 (2) $ 7,928,343.59 Class LT-V14 (3) $ 7,928,343.59 Class LT-F15 (2) $ 7,553,739.57 Class LT-V15 (3) $ 7,553,739.57 Class LT-F16 (2) $ 7,208,140.10 Class LT-V16 (3) $ 7,208,140.10 Class LT-F17 (2) $ 6,876,110.26 Class LT-V17 (3) $ 6,876,110.26 Class LT-F18 (2) $ 9,886,313.98 Class LT-V18 (3) $ 9,886,313.98 Class LT-F19 (2) $ 32,840,912.43 Class LT-V19 (3) $ 32,840,912.43 Class LT-F20 (2) $ 28,703,821.47 Class LT-V20 (3) $ 28,703,821.47 Class LT-F21 (2) $ 7,306,515.86 Class LT-V21 (3) $ 7,306,515.86 Class LT-F22 (2) $ 10,487,274.40 Class LT-V22 (3) $ 10,487,274.40 Class LT-F23 (2) $ 1,648,580.53 Class LT-V23 (3) $ 1,648,580.53 Class LT-F24 (2) $ 1,487,345.26 Class LT-V24 (3) $ 1,487,345.26 Class LT-F25 (2) $ 1,277,048.18 Class LT-V25 (3) $ 1,277,048.18 Class LT-F26 (2) $ 1,048,185.51 Class LT-V26 (3) $ 1,048,185.51 Class LT-F27 (2) $ 1,012,243.25 Class LT-V27 (3) $ 1,012,243.25 Class LT-F28 (2) $ 953,726.39 Class LT-V28 (3) $ 953,726.39 Class LT-F29 (2) $ 929,894.74 Class LT-V29 (3) $ 929,894.74 Class LT-F30 (2) $ 870,610.79 Class LT-V30 (3) $ 870,610.79 Class LT-F31 (2) $ 931,920.47 Class LT-V31 (3) $ 931,920.47 Class LT-F32 (2) $ 1,202,291.60 Class LT-V32 (3) $ 1,202,291.60 Class LT-F33 (2) $ 1,857,838.51 Class LT-V33 (3) $ 1,857,838.51 Class LT-F34 (2) $ 2,322,047.59 Class LT-V34 (3) $ 2,322,047.59 Class LT-F35 (2) $ 534,332.72 Class LT-V35 (3) $ 534,332.72 Class LT-F36 (2) $ 483,502.51 Class LT-V36 (3) $ 483,502.51 Class LT-F37 (2) $ 466,023.08 Class LT-V37 (3) $ 466,023.08 Class LT-F38 (2) $ 449,184.07 Class LT-V38 (3) $ 449,184.07 Class LT-F39 (2) $ 432,961.46 Class LT-V39 (3) $ 432,961.46 Class LT-F40 (2) $ 417,332.13 Class LT-V40 (3) $ 417,332.13 Class LT-F41 (2) $ 402,273.90 Class LT-V41 (3) $ 402,273.90 Class LT-F42 (2) $ 387,765.42 Class LT-V42 (3) $ 387,765.42 Class LT-F43 (2) $ 373,786.17 Class LT-V43 (3) $ 373,786.17 Class LT-F44 (2) $ 360,316.46 Class LT-V44 (3) $ 360,316.46 Class LT-F45 (2) $ 347,337.31 Class LT-V45 (3) $ 347,337.31 Class LT-F46 (2) $ 334,830.48 Class LT-V46 (3) $ 334,830.48 Class LT-F47 (2) $ 322,778.47 Class LT-V47 (3) $ 322,778.47 Class LT-F48 (2) $ 311,164.40 Class LT-V48 (3) $ 311,164.40 Class LT-F49 (2) $ 299,972.07 Class LT-V49 (3) $ 299,972.07 Class LT-F50 (2) $ 289,185.88 Class LT-V50 (3) $ 289,185.88 Class LT-F51 (2) $ 278,790.83 Class LT-V51 (3) $ 278,790.83 Class LT-F52 (2) $ 268,772.49 Class LT-V52 (3) $ 268,772.49 Class LT-F53 (2) $ 259,117.00 Class LT-V53 (3) $ 259,117.00 Class LT-F54 (2) $ 249,810.97 Class LT-V54 (3) $ 249,810.97 Class LT-F55 (2) $ 277,713.92 Class LT-V55 (3) $ 277,713.92 Class LT-F56 (2) $ 235,292.95 Class LT-V56 (3) $ 235,292.95 Class LT-F57 (2) $ 241,025.04 Class LT-V57 (3) $ 241,025.04 Class LT-F58 (2) $ 5,962,599.36 Class LT-V58 (3) $ 5,962,599.36 Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Net Rate Carryover AmountsAmounts to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the REMIC Maximum Rate, (ii) the Carryover Reserve Fund, (iii) the Cap Contract (iv) the Cap Account, (v) the Mezzanine Cap Contract, (vi) the Mezzanine Cap Account and (vii) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative the “Subsidiary REMIC,” the “Middle REMIC 1,” the “Middle REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Master REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class X-1, Class X-2, Class R, Class X P and Class P C Certificates, represents (i) the right to receive certain payments with respect reflecting an interest rate greater than the REMIC Maximum Rate to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfallsextent provided herein. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC, Middle REMIC 1, Middle REMIC 2, REMIC 3 2 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Master REMIC shall hold as its assets the Class P Reserve Fund and the uncertificated Lower Tier Interests interests in Middle REMIC 32, other than the Class LT3MT2-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in Middle REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. Middle REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests interests in Middle REMIC 1, other than the MT1-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the uncertificated interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests interests in the Subsidiary REMIC, Middle REMIC 11 and Middle REMIC 2, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund (exclusive of the assets held in the Basis Risk Reserve Fund) for federal income tax purposes will consist of five REMICs (i) the Swap Agreement“Subsidiary REMIC 1,” “Subsidiary REMIC 2” (each, a “Subsidiary REMIC”), “Middle REMIC 1,” “Middle REMIC 2,” (ii) the Cap Agreement (iii) the right to receive each, a “Middle REMIC”), and the obligation “Master REMIC”). Subsidiary REMIC 1 will consist of all of the assets constituting the Trust Fund corresponding to pay Basis Risk Carryover AmountsLoan Group 1, (iv) Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9, and Loan Group 10. Each Interest in Subsidiary REMIC 1, other than the Supplemental SR-1 Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust AssetsSubsidiary REMIC 1 Regular Interests”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or), in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in uncertificated and shall be designated as a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisionsinterest. In addition, each Certificate, other than Subsidiary REMIC 1 shall issue the Class R, Class X SR-1 interest and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the shall designate such interest as its sole Class class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisionsinterest. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. Middle REMIC 1 shall hold as its assets the property of the Trust Fund uncertificated REMIC regular interests issued by Subsidiary REMIC 1. Each Interest in Middle REMIC 1, other than the Lower Tier Interests in MR-1 Interest (collectively, the “Middle REMIC 11 Regular Interests”), shall be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 1 shall issue the MR-1 Interest and shall designate such interest as its sole class of residual interest. Subsidiary REMIC 2 will consist of the Loan Group 11 Mortgage Loans. Each Interest in Subsidiary REMIC 2, other than the SR-2 Interest (collectively, the “Subsidiary REMIC 2 Interests”), shall be uncertificated and shall be designated as a REMIC 3 regular interest. In addition, Subsidiary REMIC 2 shall issue the SR-2 Interest and shall designate such interest as its sole class of residual interest. Middle REMIC 2 will consist of the Middle REMIC 1 and Subsidiary REMIC 2 Regular Interests. Each interest in Middle REMIC 2, other than the MR-2 Interest (collectively, the “Middle REMIC 2 Regular Interests”), will be uncertificated and shall be designated as a REMIC regular interest. In addition, Middle REMIC 2 shall issue the MR-2 Interest and shall designate such interest as its sole class of residual interest. The Master REMIC will consist of the Middle REMIC 2 Regular Interests. Each interest in the Master REMIC, other then the AR Interest, shall be designated as a REMIC regular interest. In addition, the Master REMIC shall issue the AR Interest and shall desinate such interest as its sole class of residual interest. The Class AR-L Certificates shall represent beneficial ownership of the SR-1 Interest and the Excluded Trust AssetsSR-2 Interest. The Class AR Certificates shall represent beneficial ownership of the MR-1 Interest, the MR-2 Interest, and the AR Interest. The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date (as defined in Section 11.01 herein).

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Cap Agreement, (ii) the Cap Agreement Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsShortfalls and Unpaid Basis Risk Shortfalls, (iv) the right to receive and the obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Account, (viii) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vix) the obligation to pay Class I Shortfalls any Additional Collateral (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,”; ” REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class RRL and Class R Certificates, the Interest-Only Certificates and the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay Class I AFC Shortfalls. The Class R Certificate represents Certificates represent ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interest in REMIC 1. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interestR-3 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 22 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the R-1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 11 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 1, each of which (other than the R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): T1-Pool-1 (1) (1) T1-A (2) (3) T1-F $50,000,000.00 (4) T1-V $50,000,000.00 (5) R-1 (6) (6)

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iii) the Excess Reserve Fund Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 43,”; ” REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Interest Rate Swap Agreement, (ii) the Cap Agreement Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Net WAC Rate Carryover Amounts, (iv) the Supplemental Interest Trust and Net WAC Rate Carryover Reserve Account, (v) the Supplemental Interest Trust Account Trust, and (vvi) the obligation to pay Class I Shortfalls IO Distribution Amounts (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative the “REMIC 1Subsidiary REMIC,” REMIC 2the “Middle REMIC,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Master REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X CE and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class I ShortfallsIO Distribution Amounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1the Subsidiary REMIC, REMIC 2the Middle REMIC, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Master REMIC shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 3the Middle REMIC, other than the Class LT3MT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Middle REMIC 3 for purposes of the REMIC Provisions. The Middle REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 2the Subsidiary REMIC, other than the LT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests interests in the Subsidiary REMIC 1and the Middle REMIC, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Board of Directors of the Depositor has duly authorized the formation of a trust (the "Trust") to issue a series of asset backed certificates with an aggregate initial Certificate Principal Balance of $460,000,100 to be known as the Saxon Asset Securities Trust Fund 2000-4, Mortgage Loan Asset Backed Certificates, Series 2000-4 (exclusive the "Certificates"). The Certificates in the aggregate evidence the entire beneficial ownership in the Trust. The Certificates consist of (i) the Swap Agreementfollowing: the Class AF-1, (ii) Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1, Class PV-1, Class C and Class R Certificates. In accordance with Section 10.01 of the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyStandard Terms, the “Excluded Trust Assets”) shall elect that two Trustee will make elections to treat each of the segregated asset pools within the Trust Fund be treated for federal income tax purposes of assets described below as comprising four a real estate mortgage investment conduits under Section 860D of the Code conduit (each a “"REMIC” " or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” the POOLING REMIC, the SECOND-TIER REMIC, and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier ISSUING REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateThe Certificates, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents represent ownership of the sole Class of residual interest regular interests in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier ISSUING REMIC for purposes of the REMIC Provisions. The Upper Tier Class R Certificates represents ownership of the sole class of residual interest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC for purposes of the REMIC Provisions. The ISSUING REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3the SECOND-TIER REMIC, other than the Class LT3LT2-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in the SECOND-TIER REMIC 3 for purposes of the REMIC Provisions. The SECOND-TIER REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2the POOLING REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the POOLING REMIC. The POOLING REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund Estate other than the Lower Tier Interests in the POOLING REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.SECOND-TIER REMIC, the Prefunding Account, the Capitalized Interest Account, the Cap Agreement and the Group II Reserve Fund. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in January 2033. POOLING REMIC The following table sets forth (or describes) the class designation, interest rate, and principal amount for each class of the POOLING REMIC Lower Tier Interests. POOLING REMIC POOLING REMIC LOWER TIER LOWER TIER INITIAL CLASS CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT ----------------- ------------- ----------------

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account Account, and (vvi) the obligation obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 43,”; ” REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account (vi) the Final Maturity Reserve Trust, and (vvii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vvi) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two the segregated asset pools pool within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” and “REMIC 3” and “REMIC 4,”; REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, and REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the Class LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): LT1-A (5) (1) LT1-F1 $ 5,929,610.00 (2) LT1-V1 $ 5,929,610.00 (3) LT1-F2 $ 6,908,510.50 (2) LT1-V2 $ 6,908,510.50 (3) LT1-F3 $ 7,866,553.00 (2) LT1-V3 $ 7,866,553.00 (3) LT1-F4 $ 8,789,214.00 (2) LT1-V4 $ 8,789,214.00 (3) LT1-F5 $ 9,669,169.00 (2) LT1-V5 $ 9,669,169.00 (3) LT1-F6 $ 10,485,224.50 (2) LT1-V6 $ 10,485,224.50 (3) LT1-F7 $ 11,185,943.50 (2) LT1-V7 $ 11,185,943.50 (3) LT1-F8 $ 11,592,632.00 (2) LT1-V8 $ 11,592,632.00 (3) LT1-F9 $ 11,053,493.00 (2) LT1-V9 $ 11,053,493.00 (3) LT1-F10 $ 10,532,533.00 (2) LT1-V10 $ 10,532,533.00 (3) LT1-F11 $ 10,036,181.50 (2) LT1-V11 $ 10,036,181.50 (3) LT1-F12 $ 9,563,272.50 (2) LT1-V12 $ 9,563,272.50 (3) LT1-F13 $ 9,113,884.50 (2) LT1-V13 $ 9,113,884.50 (3) LT1-F14 $ 8,712,157.00 (2) LT1-V14 $ 8,712,157.00 (3) LT1-F15 $ 8,320,114.50 (2) LT1-V15 $ 8,320,114.50 (3) LT1-F16 $ 7,978,796.00 (2) LT1-V16 $ 7,978,796.00 (3) LT1-F17 $ 7,843,377.00 (2) LT1-V17 $ 7,843,377.00 (3) LT1-F18 $ 8,175,163.50 (2) LT1-V18 $ 8,175,163.50 (3) LT1-F19 $ 12,095,772.00 (2) LT1-V19 $ 12,095,772.00 (3) LT1-F20 $ 10,935,936.00 (2) LT1-V20 $ 10,935,936.00 (3) LT1-F21 $ 9,860,172.00 (2) LT1-V21 $ 9,860,172.00 (3) LT1-F22 $ 8,818,945.00 (2) LT1-V22 $ 8,818,945.00 (3) LT1-F23 $ 7,667,386.50 (2) LT1-V23 $ 7,667,386.50 (3) LT1-F24 $ 4,979,129.50 (2) LT1-V24 $ 4,979,129.50 (3) LT1-F25 $ 4,711,935.00 (2) LT1-V25 $ 4,711,935.00 (3) LT1-F26 $ 4,522,471.50 (2) LT1-V26 $ 4,522,471.50 (3) LT1-F27 $ 4,296,560.00 (2) LT1-V27 $ 4,296,560.00 (3) LT1-F28 $ 4,053,839.50 (2) LT1-V28 $ 4,053,839.50 (3) LT1-F29 $ 3,825,611.00 (2) LT1-V29 $ 3,825,611.00 (3) LT1-F30 $ 3,612,702.00 (2) LT1-V30 $ 3,612,702.00 (3) LT1-F31 $ 3,412,058.00 (2) LT1-V31 $ 3,412,058.00 (3) LT1-F32 $ 3,219,043.50 (2) LT1-V32 $ 3,219,043.50 (3) LT1-F33 $ 3,018,353.50 (2) LT1-V33 $ 3,018,353.50 (3) LT1-F34 $ 2,846,370.50 (2) LT1-V34 $ 2,846,370.50 (3) LT1-F35 $ 2,694,336.50 (2) LT1-V35 $ 2,694,336.50 (3) LT1-F36 $ 2,550,619.00 (2) LT1-V36 $ 2,550,619.00 (3) LT1-F37 $ 2,414,751.50 (2) LT1-V37 $ 2,414,751.50 (3) LT1-F38 $ 2,286,296.50 (2) LT1-V38 $ 2,286,296.50 (3) LT1-F39 $ 2,164,844.50 (2) LT1-V39 $ 2,164,844.50 (3) LT1-F40 $ 2,050,002.50 (2) LT1-V40 $ 2,050,002.50 (3) LT1-F41 $ 1,941,404.50 (2) LT1-V41 $ 1,941,404.50 (3) LT1-F42 $ 1,838,701.50 (2) LT1-V42 $ 1,838,701.50 (3) LT1-F43 $ 1,741,568.00 (2) LT1-V43 $ 1,741,568.00 (3) LT1-F44 $ 32,138,167.50 (2) LT1-V44 $ 32,138,167.50 (3) LT1-R (4) (4)

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement Agreement, (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Certificates. The Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D shall consist of three REMICs (“Subsidiary REMIC 1”, “Subsidiary REMIC 2” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. Subsidiary REMIC 1 shall consist of all of the Code assets constituting the Trust Fund corresponding to Asset Group 1, Asset Group 2, Asset Group 3, Asset Group 4, Asset Group 5, Asset Group 6, and Asset Group 7 and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.Subsidiary REMIC 1 Regular Interests”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions). In addition, each Certificate, other than Subsidiary REMIC 1 shall issue the Class R, Class X A-LR Certificate and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the shall designate such interest as its sole Class class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisionsinterest. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in interests issued by Subsidiary REMIC 1. Subsidiary REMIC 1 2 shall hold issue the Class R-2 interest and shall designate such interest as its assets sole class of residual interest. In addition, Subsidiary REMIC 2 shall issue the property uncertificated REMIC regular interests set forth below (the “Subsidiary REMIC 2 Regular Interests”) for Subsidiary REMIC 2. The Master REMIC shall consist of the Trust Fund other than the Lower Tier Interests in REMIC 1, Subsidiary REMIC 2 Regular Interests and shall be evidenced by the Classes of regular interests set forth below for the Master REMIC 3 (which each shall represent the “regular interests” in the Master REMIC) and the Excluded Trust AssetsClass R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (iany Prepayment Penalties) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, the “Subsidiary REMIC 1,” ”, “Subsidiary REMIC 2,” ”, “Middle REMIC 31”, “Middle REMIC 2” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3each of the Subsidiary REMICs, other than the Class LT3LT1-R interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2Group I Mortgage Loans, the Group II Mortgage Loans and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in Group III Mortgage Loans, the Group IV Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC 1created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.: ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyCertificates. As provided herein, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated Trustee, for federal income tax purposes purposes, shall treat the Trust Fund as comprising four consisting of a trust (the “ES Trust”) beneath which are three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, or in the alternative, “REMIC 1,” ”, “REMIC 2,” and the “Master REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. REMIC 1 will consist of the Mortgage Loans, excluding any rights of the Trust Fund in respect of the Additional Collateral. REMIC 1 will issue uncertificated REMIC regular interests (the “REMIC 3” and “1 Regular Interests”). The REMIC 4,”; REMIC 4 also being referred to herein as 1 Regular Interests will represent the “Upper Tier REMIC.”) Any inconsistencies or ambiguities regular interests” in this Agreement or REMIC 1, and the Class R1 Interest will represent the single Class of “residual interest” in REMIC 1. The Trustee will hold the REMIC 1 Regular Interests for the benefit of REMIC 2. REMIC 2 will consist of the REMIC 1 Interests and will be evidenced by the REMIC 2 Interests (other than the Class R2 Interests), which will constitute the regular interests in the administration Master REMIC and the Class R2 Interest, which will represent the single Class of this Agreement “residual interest” in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the REMIC 2 Interests and will be evidenced by the Master REMIC Interests (other than the Class R3 Interests), which will constitute the regular interests in the Master REMIC and the Class R3 Interest, which will represent the single Class of “residual interest” in the Master REMIC. The “latest possible maturity date” for federal income tax purposes of all regular and residual interests created hereunder will be the Latest Possible Maturity Date. The ES Trust shall be resolved in a manner that preserves hold all Master REMIC regular interests, and shall issue the validity of such REMIC electionCertificates. Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a regular interest in the Upper Tier REMIC for purposes one or more of the Master REMIC Provisionsregular interests held by the ES Trust. For federal income tax purposes the Trustee shall treat the ES Trust as a Grantor Trust and shall treat each Holder of an ES Trust Certificate as the owner of the individual, underlying assets represented by such ES Trust Certificate. In addition, each Certificateto the fullest extent possible, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R ownership of an ES Trust Certificate represents shall be treated as direct ownership of the sole Class of residual interest in each of REMIC 1individual, REMIC 2, REMIC 3 and the Upper Tier REMIC underlying assets represented by such ES Trust Certificate for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assetsfederal income tax reporting purposes.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund (exclusive of (iany amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to Section 3.19(b) and any amounts in respect of waived Late Payment Fees paid by the Swap Agreement, (iiServicer to the Class L Certificates pursuant to Section 3.20(b)) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D will consist of the Code three REMICs (each a “REMIC” or, in the alternativeREMIC 1”, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Master REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC shall created hereunder. The Master REMIC will hold as its assets the uncertificated Lower Tier Interests REMIC 2 Regular Interests. REMIC 2 will hold as assets the REMIC 1 Regular Interests. REMIC 1 will hold as assets all property of the Trust Fund (exclusive of any amounts in REMIC 3respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to Section 3.19(b) and any amounts in respect of waived Late Payment Fees paid by the Servicer to the Class L Certificates pursuant to Section 3.20(b)). For federal income tax purposes, each Certificate (other than the Class LT3A-R interest, and each such Lower Tier Interest Certificate) is hereby designated as a regular interest in the Master REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier REMIC 1 Regular Interest and REMIC 2 Regular Interest, as defined below, is hereby designated as a regular interest in the REMIC 1 and REMIC 2, respectively. The latest possible maturity date of all REMIC 2 regular interests created in this Agreement shall hold be the Latest Possible Maturity Date. All amounts in respect of waived Prepayment Charges paid by the Servicer to the Class P Certificates pursuant to Section 3.19(b) hereof will be treated as its assets paid directly by the uncertificated Lower Tier Interests in Servicer to the Class P Certificates and not as paid by or through any REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1created hereunder. REMIC 1 shall hold will issue a single regular interest corresponding to each Mortgage Loan having an Adjusted Net Mortgage Rate less than or equal to 6.00%, two regular interests (referred to collectively herein as its assets the property “Class 1-A Interests” and the “Class 1-B Interests”) for each Mortgage Loan having an Adjusted Net Mortgage Rate greater than 6.00% and less than 6.50%, two regular interests (referred to collectively herein as the “Class 1-C Interests” and the “Class 1-D Interests”) for each Mortgage Loan having an Adjusted Net Mortgage Rate greater than 6.50% and less than 7.00% and a single regular interest for each Mortgage Loan having an Adjusted Net Mortgage Rate equal to 6.50% (collectively the “Class 1-B Interests”) or greater than or equal to 7.00% (collectively the “Class 1-D Interests”). Each REMIC 1 Regular Interest corresponding to a Mortgage Loan having an Adjusted Net Mortgage Rate less than or equal to 6.00% will have a Pass Through Rate of 6.00% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Non-PO Percentage of the Trust Fund other related Mortgage Loan and (ii) the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each of the foregoing REMIC 1 Regular Interest will be treated as part of Collateral Allocation Group 1. Each of the Class 1-A Interests will have a Pass Through Rate of 6.00% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Applicable Fraction with respect to Collateral Allocation Group 1 for such Mortgage Loan and (ii) the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each Class 1-A Interest will be treated as part of Collateral Allocation Group 1. Each of the Class 1-B Interests will have a Pass Through Rate of 6.50% and a principal balance: (a) in the case of Mortgage Loans having an Adjusted Net Mortgage Rate that is less than 6.50%, following the Lower Tier allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Applicable Fraction with respect to Collateral Allocation Group 2 for such Mortgage Loan and (ii) the principal balance of the related Mortgage Loan, and (b) in the case of Mortgage Loans having an Adjusted Net Mortgage Rate that is equal to 6.50%, the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each Class 1-B Interest will be treated as part of Collateral Allocation Group 2. Each of the Class 1-C Interests will have a Pass Through Rate of 6.50% and a principal balance, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Applicable Fraction with respect to Collateral Allocation Group 2 for such Mortgage Loan and (ii) the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each Class 1-C Interest will be treated as part of Collateral Allocation Group 2. Each of the Class 1-D Interests will have a Pass Through Rate of 7.00% and a principal balance: (a) in REMIC the case of Mortgage Loans having an Adjusted Net Mortgage Rate that is less than or equal to 7.00%, following the allocation of scheduled principal, prepayments of principal and Realized Losses, equal to the product of: (i) the Applicable Fraction with respect to Collateral Allocation Group 3 for such Mortgage Loan and (ii) the principal balance of the related Mortgage Loan, and (b) in the case of Mortgage Loans having an Adjusted Net Mortgage Rate that equals or exceeds 7.00%, the principal balance of the related Mortgage Loan. For purposes of calculating the Calculation Rate, each Class 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets-D Interest will be treated as part of Collateral Allocation Group 3.

PRELIMINARY STATEMENT. The Securities Administrator on behalf of In exchange for the Certificates, the Depositor hereby conveys the Trust Fund (exclusive of (i) Estate to the Swap Agreement, (ii) Trustee to create the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust. The Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated Estate for federal income tax purposes will be treated as comprising four two separate real estate mortgage investment conduits under Section 860D of (the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper "Upper-Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in " and the administration of this Agreement shall be resolved in "Lower-Tier REMIC," respectively, and each, a manner that preserves the validity of such REMIC election"REMIC"). Each Certificate, The Certificates (other than the Class 1-A-R Certificate) are referred to collectively as the "Regular Certificates, represents ownership of a " and shall constitute "regular interest interests" in the Upper Upper-Tier REMIC for purposes of within the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes meaning of the REMIC Provisions. The Upper Class UR Interest shall constitute the "residual interest" in the Upper-Tier REMIC shall hold as its assets within the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes meaning of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower The Uncertificated Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier REMIC 2, within the meaning of the REMIC Provisions. The Class LR Interest shall constitute the "residual interest" in the Lower-Tier REMIC within the meaning of the REMIC Provisions. The Class 1-A-R Certificate shall represent ownership of the Class LR Interest and each such Lower the Class UR Interest. The Certificates and the Uncertificated Lower-Tier Interest is hereby designated as a regular Interests will represent the entire beneficial ownership interest in the Trust. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the REMIC 2Certificate Maturity Date. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property The following table sets forth characteristics of the Trust Fund other than Certificates, together with the Lower Tier Interests minimum denominations and integral multiples in REMIC excess thereof in which the Classes of Certificates shall be issuable: INITIAL CLASS PASS- CERTIFICATE THROUGH MINIMUM INTEGRAL MULTIPLES IN CLASSES BALANCE RATE DENOMINATION EXCESS OF MINIMUM ----------- --------------- ------- ------------ --------------------- Class 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.-A-1 $196,119,000.00 (1) $ 1,000 $ 1 Class 1-A-2 $ 20,405,000.00 (1) $ 1,000 $ 1 Class 1-A-R $ 100.00 (1) $ 100 N/A Class 2-A-1 $192,425,000.00 (2) $ 1,000 $ 1 Class 2-A-2 $ 20,021,000.00 (2) $ 1,000 $ 1 Class 3-A-1 $ 97,840,000.00 (3) $ 1,000 $ 1 Class 3-A-2 $ 10,180,000.00 (3) $ 1,000 $ 1 Class B-1 $ 14,621,000.00 (4) $25,000 $ 1 Class B-2 $ 3,936,000.00 (4) $25,000 $ 1 Class B-3 $ 2,531,000.00 (4) $25,000 $ 1 Class B-4 $ 1,406,000.00 (4) $25,000 $ 1 Class B-5 $ 1,405,000.00 (4) $25,000 $ 1 Class B-6 $ 1,406,497.00 (4) $25,000 $ 1

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (iany amounts payable to the Class ES Certificates) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R ES, Class AR and Class AR-L Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 2Loan Group I, Loan Group II, Loan Group VI and Loan Group VII, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in Loan Group III, Loan Group IV and Loan Group V and all collections and accounts related thereto. The startup day for each REMIC 1created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC : LT1-Grp I (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) 5.000% N/A LT1-I-X (2) (2) C-X LT1-I-PO (3) (4) C-P LT1-Grp II (5) 5.500% N/A LT1-II-X (6) (6) II-X LT1-II-PO (7) (8) D-P LT1-Grp VI (9) 5.00 % N/A LT1-VI-X (10) (10) D-X LT1-VI-PO (11) (12) D-P LT1-Grp VII (13) 6.000% N/A LT1-VII-X (14) (14) D-X LT1-VII-PO (15) (16) D-P LT1-R (17) (17) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf of As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay assets held in each Basis Risk Carryover Amounts, (ivReserve Fund) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four six real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “the Subsidiary REMIC 1,” , Subsidiary REMIC 2,” “, Subsidiary REMIC 3” and “, Subsidiary REMIC 4,, Middle REMIC and Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR Certificates, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. In addition, each CertificateEach Class of Group I and Group II Certificates, other than the Class RI-A-IO, Class X II-A-IO and Class P C-X Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) Shortfalls from the obligation Basis Risk Reserve Fund pursuant to pay Class I ShortfallsSection 4.07 of this Agreement. The Class R Certificate represents C-X Certificates also evidence ownership of the assets held from time to time in each Basis Risk Reserve Fund. The Class AR Certificates represent ownership of the sole Class class of residual interest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2, Subsidiary REMIC 3 3, Subsidiary REMIC 4, Middle REMIC and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in the Middle REMIC, other than the Class MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in the Middle REMIC for purposes of the REMIC Provisions. The Middle REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3each of the Subsidiary REMICs, other than the Class LT1-R, Class LT2-R, Class LT3-R interestand Class LT4-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 3 for purposes of 1 shall hold as its assets the Group I Mortgage Loans and all collections and accounts related thereto, other than the Group I Basis Risk Reserve Fund. Subsidiary REMIC Provisions2 shall hold as its assets the Group II Mortgage Loans and all collections and accounts related thereto, other than the Group II Basis Risk Reserve Fund. Subsidiary REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in Group III Mortgage Loans and all collections and accounts related thereto. Subsidiary REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 4 shall hold as its assets the uncertificated Lower Tier Interests in Group IV Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC 1created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC 1. REMIC 1 shall hold as its assets created hereby is the property of the Trust Fund other than the Lower Tier Interests Distribution Date in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust AssetsAugust 2035.

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (iany Prepayment Penalties) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, the “Subsidiary REMIC 1,” ”, “Subsidiary REMIC 2,” “REMIC 3” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of the Subsidiary REMIC 1, Subsidiary REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 3each of the Subsidiary REMICs, other than the Class LT3LT1-R interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in its respective Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, Group I Mortgage Loans and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in Group II Mortgage Loans and the Group III Mortgage Loans and all collections and accounts related thereto. The startup day for each REMIC 1created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, and for purposes of the REMIC Provisions, the latest possible maturity date for each such Lower Tier Interest is hereby designated as a regular interest in each REMIC created hereby is the Distribution Date in September 2035. Subsidiary REMIC 1 The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC regular interest in Subsidiary REMIC 1. : Subsidiary Corresponding Class REMIC 1 shall hold as its assets the property Initial of the Trust Fund other than the Lower Tier Interests in Master REMIC Interest Principal Balance Interest Rate Certificates LT1-I-A-1 $182,527,265 6.5000% I-A-1 LT1-I-B-1 $ 10,430,287 6.5000% I-B-1 LT1-I-B-2 $ 5,468,305 6.5000% I-B-2 LT1-I-B-3 $ 1,113,914 6.5000% I-B-3 LT1-I-B-4 $ 1,215,179 6.5000% I-B-4 LT1-I-B-5 $ 303,795 6.5000% I-B-5 LT1-I-B-6 $ 202,529 6.5000% I-B-6 LT1-I-P $ 1,268,456 0.0000% I-P LT1-AR $ 100 6.5000% AR LT1-A-X (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Certificates. The Trust Fund be treated is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the Code assets constituting the Trust Fund corresponding to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, and Loan Group 7 (each a “REMIC” or, in exclusive of the alternative, “Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as regular interests (the “Upper Tier REMIC.Subsidiary REMIC Regular Interests”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions). In addition, each Certificate, other than the Subsidiary REMIC shall issue the Class R, Class X A-LR Certificate and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfallsshall designate such interest as its sole class of residual interest. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier Middle REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class LT3-R R-2 interest and shall designate such interest as its sole class of residual interest. In addition, and each such Lower Tier Interest is hereby designated as a the Middle REMIC shall issue the uncertificated REMIC regular interest in interests set forth below for the Middle REMIC 3 for purposes (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC ProvisionsRegular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. REMIC 3 The Class A-UR Certificate shall hold as its assets not be considered a Certificate issued by the uncertificated Lower Tier Interests in REMIC 2Master REMIC, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 but instead shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property represent beneficial ownership of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 Class R-2 and REMIC 3 and the Excluded Trust AssetsClass R-3 interests.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyCertificates. As provided herein, the “Excluded Trust Assets”) shall Trustee will elect that two segregated asset pools within the Trust Fund (other than the Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “"REMIC” ," or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper "Lower Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in ," the administration of this Agreement shall be resolved in a manner that preserves "Middle Tier REMIC," and the validity of such REMIC election"Master REMIC," respectively). Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate will represent ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC shall and the Master REMIC. The Master REMIC will hold as its assets the several classes of uncertificated Lower Middle Tier REMIC Interests in REMIC 3, (other than the Class LT3MTR-A-R interest, and each such Interest). The Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC. Each Middle Tier REMIC 2, and each such Lower Tier Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC. For federal income tax purposes, the "latest possible maturity date" of all REMIC 2regular interests created hereby will be the Latest Possible Maturity Date. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property The following table sets forth characteristics of the Trust Fund other than Master REMIC Certificates, together with the Lower Tier Interests minimum denominations and integral multiples in REMIC excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ================================================================================ Integral Initial Class Pass-Through Multiples in Class Certificate Rate Minimum Excess of Designation Balance (per annum) Denomination Minimum -------------------------------------------------------------------------------- Class 1-A-1 $292,232,000.00 (1) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00 -------------------------------------------------------------------------------- Class 1-A-3 $49,300,000.00 (5) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 1-A-4 (6) (7) $25,000.00(4) $1,000.00 -------------------------------------------------------------------------------- Class 1-A-5 $138,040,000.00 (8) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 1-A-6 $730,000.00 5.50% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 1-A-7 $19,641,000.00 5.50% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 2-A-1 $23,627,000.00 6.00% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 2-A-2 $505,000.00 6.00% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class 3-A-1 $71,364,000.00 6.00% $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class PO $2,389,603.00 (9) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class A-R(10) $100.00 5.50% $100.00(11) $100.00(11) -------------------------------------------------------------------------------- Class M $13, REMIC 2 and REMIC 3 and the Excluded Trust Assets.147,000.00 (12) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class B-1 $5,008,000.00 (12) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class B-2 $3,130,000.00 (12) $25,000.00 $1,000.00 -------------------------------------------------------------------------------- Class B-3 $3,130,000.00 (12) $100,000.00 $1,000.00 -------------------------------------------------------------------------------- Class B-4 $2,191,000.00 (12) $100,000.00 $1,000.00 -------------------------------------------------------------------------------- Class B-5 $1,565,296.62 (12) $100,000.00 $1,000.00 ================================================================================

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Carryover AmountsNet WAC Cap Account, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and Cap Agreement, (v) the obligation to pay Class I Shortfalls Cap Account, (vi) the Final Maturity Reserve Fund, and (vii) the External Trust (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC 1,” “REMIC 2,” and “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R Certificates, Offered Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, Offered Certificate represents (i) the right to receive payments with respect to any Basis Risk Net WAC Cap Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, and REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions3. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a X Certificate represents ownership of four regular interest interests in REMIC 3 for purposes as described in footnote (14) as well as ownership of the REMIC ProvisionsExcluded Trust Assets and the obligation to make Net Swap Payments to the Swap Counterparty and the obligation to make payments in respect of Net WAC Cap Carryover. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests lower tier interests in REMIC 2, other than the Class R-2 interest, and each such Lower Tier Interest lower tier interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests lower tier interests in REMIC 1, other than the Class R-1 interest, and each such Lower Tier Interest lower tier interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests lower tier interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyCertificates. As provided herein, the “Excluded Trust Assets”) shall Trustee will elect that two segregated asset pools within the Trust Fund (other than the Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “"REMIC” ," or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper "Lower Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in ," the administration of this Agreement shall be resolved in a manner that preserves "Middle Tier REMIC," and the validity of such REMIC election"Master REMIC," respectively). Each Certificate, other than the Class A-R CertificatesCertificate, represents will represent ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate will represent ownership of the sole class of residual interest in the Lower Tier REMIC, the Middle Tier REMIC shall and the Master REMIC. The Master REMIC will hold as its assets the several classes of uncertificated Lower Middle Tier REMIC Interests in REMIC 3, (other than the Class LT3MTR-A-R interest, and each such Interest). The Middle Tier REMIC will hold as assets the several classes of uncertificated Lower Tier REMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund). Each Lower Tier REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC. Each Middle Tier REMIC 2, and each such Lower Tier Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC. For federal income tax purposes, the "latest possible maturity date" of all REMIC 2regular interests created hereby will be the Latest Possible Maturity Date. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property The following table sets forth characteristics of the Trust Fund other than Master REMIC Certificates, together with the Lower Tier Interests minimum denominations and integral multiples in REMIC excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ======================== ========================== ================== ======================== ====================== Integral Pass-Through Multiples in Class Initial Class Rate Minimum Excess of Designation Certificate Balance (per annum) Denomination Minimum ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-1 $292,232,000.00 (1) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-3 $49,300,000.00 (5) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-4 (6) (7) $25,000.00(4) $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-5 $138,040,000.00 (8) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-6 $730,000.00 5.50% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 1-A-7 $19,641,000.00 5.50% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 2-A-1 $23,627,000.00 6.00% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 2-A-2 $505,000.00 6.00% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class 3-A-1 $71,364,000.00 6.00% $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class PO $2,389,603.00 (9) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class A-R(10) $100.00 5.50% $100.00(11) $100.00(11) ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class M $13, REMIC 2 and REMIC 3 and the Excluded Trust Assets.147,000.00 (12) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class B-1 $5,008,000.00 (12) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class B-2 $3,130,000.00 (12) $25,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class B-3 $3,130,000.00 (12) $100,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class B-4 $2,191,000.00 (12) $100,000.00 $1,000.00 ------------------------ -------------------------- ------------------ ------------------------ ---------------------- Class B-5 $1,565,296.62 (12) $100,000.00 $1,000.00 ======================== ========================== ================== ======================== ======================

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (iiu) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account, (v) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (vvi) the obligation obligations to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 43,”; REMIC 4 3 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 2 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2 and REMIC 3 and the Excluded Trust Assets.. The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the Class LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): LT1-A $ 25,780,631.20 (1 ) LT1-F1 $ 3,834,949.26 (2 ) LT1-V1 $ 3,834,949.26 (3 ) LT1-F2 $ 4,392,183.35 (2 ) LT1-V2 $ 4,392,183.35 (3 ) LT1-F3 $ 4,930,349.57 (2 ) LT1-V3 $ 4,930,349.57 (3 ) LT1-F4 $ 5,443,289.45 (2 ) LT1-V4 $ 5,443,289.45 (3 ) LT1-F5 $ 5,924,612.01 (2 ) LT1-V5 $ 5,924,612.01 (3 ) LT1-F6 $ 6,368,494.20 (2 ) LT1-V6 $ 6,368,494.20 (3 ) LT1-F7 $ 6,071,750.18 (2 ) LT1-V7 $ 6,071,750.18 (3 ) LT1-F8 $ 5,776,668.58 (2 ) LT1-V8 $ 5,776,668.58 (3 ) LT1-F9 $ 5,495,927.68 (2 ) LT1-V9 $ 5,495,927.68 (3 ) LT1-F10 $ 5,228,830.54 (2 ) LT1-V10 $ 5,228,830.54 (3 ) LT1-F11 $ 4,974,714.07 (2 ) LT1-V11 $ 4,974,714.07 (3 ) LT1-F12 $ 4,732,947.44 (2 ) LT1-V12 $ 4,732,947.44 (3 ) LT1-F13 $ 4,502,930.45 (2 ) LT1-V13 $ 4,502,930.45 (3 ) LT1-F14 $ 4,284,092.08 (2 ) LT1-V14 $ 4,284,092.08 (3 ) LT1-F15 $ 4,077,346.63 (2 ) LT1-V15 $ 4,077,346.63 (3 ) LT1-F16 $ 3,879,032.23 (2 ) LT1-V16 $ 3,879,032.23 (3 ) LT1-F17 $ 6,962,774.90 (2 ) LT1-V17 $ 6,962,774.90 (3 ) LT1-F18 $ 6,326,980.58 (2 ) LT1-V18 $ 6,326,980.58 (3 ) LT1-F19 $ 5,723,968.20 (2 ) LT1-V19 $ 5,723,968.20 (3 ) LT1-F20 $ 5,151,079.61 (2 ) LT1-V20 $ 5,151,079.61 (3 ) LT1-F21 $ 4,639,019.07 (2 ) LT1-V21 $ 4,639,019.07 (3 ) LT1-F22 $ 2,699,234.04 (2 ) LT1-V22 $ 2,699,234.04 (3 ) LT1-F23 $ 2,514,317.96 (2 ) LT1-V23 $ 2,514,317.96 (3 ) LT1-F24 $ 2,370,595.08 (2 ) LT1-V24 $ 2,370,595.08 (3 ) LT1-F25 $ 3,059,691.97 (2 ) LT1-V25 $ 3,059,691.97 (3 ) LT1-F26 $ 2,815,452.51 (2 ) LT1-V26 $ 2,815,452.51 (3 ) LT1-F27 $ 2,578,987.17 (2 ) LT1-V27 $ 2,578,987.17 (3 ) LT1-F28 $ 2,364,027.49 (2 ) LT1-V28 $ 2,364,027.49 (3 ) LT1-F29 $ 1,133,930.01 (2 ) LT1-V29 $ 1,133,930.01 (3 ) LT1-F30 $ 1,730,842.06 (2 ) LT1-V30 $ 1,730,842.06 (3 ) LT1-F31 $ 1,308,461.62 (2 ) LT1-V31 $ 1,308,461.62 (3 ) LT1-F32 $ 1,223,918.26 (2 ) LT1-V32 $ 1,223,918.26 (3 ) LT1-F33 $ 1,149,695.58 (2 ) LT1-V33 $ 1,149,695.58 (3 ) LT1-F34 $ 1,079,969.16 (2 ) LT1-V34 $ 1,079,969.16 (3 ) LT1-F35 $ 1,014,466.88 (2 ) LT1-V35 $ 1,014,466.88 (3 ) LT1-F36 $ 15,688,704.61 (2 ) LT1-V36 $ 15,688,704.61 (3 )

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) assets held in the Cap Agreement (iii) the right to receive Prefunding Account and the obligation to pay Basis Risk Carryover AmountsCapitalized Interest Account, (ivand exclusive of any Prepayment Penalties) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR and Class AR-L Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2 and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1 R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand Class LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 2Loan Group I and Loan Group II, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 1Loan Group III and Loan Group IV, and all collections and accounts related thereto. The startup day for each such Lower Tier Interest REMIC created hereby for purposes of the REMIC Provisions is hereby designated as a the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. : Subsidiary REMIC 1 shall hold as its assets the property Interest Initial Principal Balance Interest Rate Corresponding Class of the Trust Fund other than the Lower Tier Interests in Master REMIC Certificates LT1-Grp I (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) 5.250% N/A(14) LT1-Subsequent (2) 5.250% N/A LT1-I-X (3) (3) I-X LT1-Subseqent-IO-1 (4) (4) I-X LT1-Subseqent-IO-2 (5) (5) I-X LT1-Subseqent-IO-3 (6) (6) I-X LT1-I-PO (7) (8) A-P LT1-Grp II (9) 5.000% N/A LT1-II-X (10) (10) II-1 LT1-II-PO (11) (12) II-P LT1-R (13) (13) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders and the Certificate Insurer. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap AgreementCap Contract, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Net WAC Rate Carryover Amounts, Amounts and (iviii) the Supplemental Interest Trust and the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative the “REMIC 1Subsidiary REMIC,” REMIC 2the “Middle REMIC,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier Master REMIC.”) ). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC electionelections. Each Certificate, other than the Class R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X CE and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Net WAC Rate Carryover Amounts and (ii) the obligation to pay Class I ShortfallsAmounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1the Subsidiary REMIC, REMIC 2the Middle REMIC, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Master REMIC shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 3the Middle REMIC, other than the Class LT3MT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Middle REMIC 3 for purposes of the REMIC Provisions. The Middle REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests interests in REMIC 2the Subsidiary REMIC, other than the LT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests interests in the Subsidiary REMIC 1and the Middle REMIC, REMIC 2 and REMIC 3 and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Securities Administrator on behalf Depositor is the owner of the Trust Fund (exclusive of (i) that is hereby conveyed to the Swap Agreement, (ii) Trustee in return for the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectivelyCertificates. As provided herein, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated Trustee, for federal income tax purposes purposes, shall treat the Trust Fund as comprising four consisting of a trust (the “ES Trust”) beneath which are five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, or in the alternative, “REMIC 1,” 1A”, “REMIC 1B”, “REMIC 2,” ”, “REMIC 3” and the “Master REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make all elections as necessary for such treatment. REMIC 1A will consist of the Aggregate Group I Mortgage Loans, excluding any rights of the Trust Fund in respect of the Additional Collateral. REMIC 1A will issue uncertificated REMIC regular interests (the “REMIC 4,1A Regular Interests”; ). REMIC 4 also being referred to herein as 1B will consist of the Group 3 Mortgage Loans, excluding any rights of the Trust Fund in respect of the Additional Collateral. REMIC 1B will issue uncertificated REMIC regular interests (the “Upper Tier REMIC.REMIC 1B Regular Interests” and collectively with the REMIC 1A Regular Interests, the “REMIC 1 Regular Interests”) Any inconsistencies or ambiguities ). The REMIC 1A Regular Interests will represent the “regular interests” in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate1A, other than and the Class R CertificatesR1A Interest will represent the single Class of “residual interest” in REMIC 1A. The REMIC 1B Regular Interests will represent the “regular interests” in REMIC 1B, represents ownership and the Class R1B Interest will represent the single Class of a regular interest “residual interest” in the Upper Tier REMIC for purposes of 1B. The Trustee will hold the REMIC Provisions. In addition, each Certificate, other than 1 Regular Interests for the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership benefit of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets will consist of the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets Interests and will be evidenced by the property of the Trust Fund REMIC 2 Interests (other than the Lower Tier Interests Class R2 Interests), which will constitute the regular interests in REMIC 1, REMIC 2 and the Class R2 Interest, which will represent the single Class of “residual interest” in REMIC 2. The Trustee will hold the REMIC 2 Regular Interests for the benefit of REMIC 3. REMIC 3 will consist of the REMIC 2 Interests and will be evidenced by the REMIC 3 Interests (other than the Class R3 Interests), which will constitute the regular interests in REMIC 3 and the Excluded Trust Assets.Class R3 Interest, which will represent the single Class of “residual interest” in REMIC 3. The Trustee will hold the REMIC 3 Regular Interests for the benefit of the Master REMIC. The Master REMIC will consist of the REMIC 3 Interests and will be evidenced by the Master REMIC Interests (other than the Class R4 Interests), which will constitute the regular interests in the Master REMIC and the Class R4 Interest, which will represent the single Class of

PRELIMINARY STATEMENT. The Securities As provided herein, the Trust Administrator on behalf of shall elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust Trust, the Yield Maintenance Account, the Yield Maintenance Agreement and the Supplemental Interest Trust Account and (vLiquidation Reserve Fund) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each Certificate, Class of Certificates (other than the Class R AR and Class AR-L Certificates, the Exchangeable Certificates and the Exchangeable REMIC Certificates and exclusive of the right to receive amounts from the Yield Maintenance Account in the case of the Class 6-A-1 Certificates and the Liquidation Reserve Fund) and each Class of Uncertificated REMIC Interests represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the Class PP Reserve Fund and the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in the applicable Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC Loan Groups 1, 2, 3 and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 24, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 1Loan Groups 5, 6 and 7, and all collections and accounts related thereto. The startup day for each such Lower Tier Interest REMIC created hereby for purposes of the REMIC Provisions is hereby designated as a the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC : LT1-Grp 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC (1, REMIC ) 5.000% N/A LT1-1-PO (2) (3) D-P LT1-Grp 2 and REMIC (4) 5.500% N/A LT1-Grp 3 and the Excluded Trust Assets.(5) 6.000% N/A LT1-Grp 4 (6) 6.500% N/A LT1-4-X (7) (7) D-X LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund shall elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iiiii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iii) the Excess Reserve Fund Account, (iv) the Collateral Account, and (v) the Supplemental Interest Trust and the Supplemental Interest Trust Cap Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 42,”; REMIC 4 2 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I ShortfallsAmounts. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 1 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 31, other than the Class LT3LT1-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 1 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 1 and the Excluded Trust Assets.. The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the Class LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): LT1-A-1 ½ Corresponding Class balance (1) A-1 LT1-A-2 ½ Corresponding Class balance (1) A-2 LT1-A-3 ½ Corresponding Class balance (1) A-3 LT1-A-4 ½ Corresponding Class balance (1) A-4 LT1-A-5 ½ Corresponding Class balance (1) A-5 LT1-A-6 ½ Corresponding Class balance (1) A-6 LT1-M-1 ½ Corresponding Class balance (1) M-1 LT1-M-2 ½ Corresponding Class balance (1) M-2 LT1-M-3 ½ Corresponding Class balance (1) M-3 LT1-M-4 ½ Corresponding Class balance (1) M-4 LT1-M-5 ½ Corresponding Class balance (1) M-5 LT1-M-6 ½ Corresponding Class balance (1) M-6 LT1-M-7 ½ Corresponding Class balance (1) M-7 LT1-R (3) (3) R

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Securities Administrator on behalf of shall elect that the Trust Fund (exclusive of (iany Prepayment Charge Waiver Amounts) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” I, REMIC 2,” “II, and REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as III (the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election), respectively). Each Certificate, other than the Class A-R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier Class A-R Certificate represents ownership of the sole class of residual interest in each REMIC created hereby for purposes of the REMIC Provisions. REMIC III shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 3II, other than the Class LT3-R interestR-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 II for purposes of the REMIC Provisions. REMIC 3 II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 2I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. I. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 I and REMIC 3 II, and any Prepayment Charge Waiver Amounts. The startup day for each REMIC created hereby for purposes of the Excluded Trust Assets.REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: LT-I-GSA 6.00% (1) I LT-I-Subgroup 6.00% (2) I LT-II-GSA 6.50% (1) II LT-II-Subgroup 6.50% (2) II LT-III-GSA 7.50% (1) III LT-III-Subgroup 7.50% (2) III LT-X (3) (3) NA LT-PO 0.00% $1,560,764 NA R-1 (4) (4) (4)

PRELIMINARY STATEMENT. The Securities Administrator on behalf of As provided herein, the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) Administrator shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 31,” “Middle REMIC 2,” and “REMIC 4,Master REMIC”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election). Each CertificateClass of Certificates, other than the Class R AR and Class AR-L Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Upper Tier Class AR Certificates represent ownership of the sole class of residual interest in each of Middle REMIC 1, Middle REMIC 2, and the Master REMIC for purposes of the REMIC Provisions. The Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for purposes of the REMIC Provisions. The Master REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 2 other than the Class MT2-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in Subsidiary REMIC 31 and Subsidiary REMIC 2, other than the Class LT3LT1-R interestand LT2-R Interests, and each such Lower Tier Interest is hereby designated as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 3 for purposes of the REMIC Provisions. REMIC 3 1 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC 2Loan Groups 3 and 4, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests Mortgage Loans in REMIC Loan Groups 1, 2 and 5, and all collections and accounts related thereto. The startup day for each such Lower Tier Interest REMIC created hereby for purposes of the REMIC Provisions is hereby designated as a the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC : LT1-Grp 3 (1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.) 5.750% N/A LT1-3-X (2) (2) A-X LT1-Grp 4 (3) 5.500% N/A LT1-4-X (4) (4) A-X LT1-R (5) (5) N/A ________________