Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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 Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for the conveyance to issuance of its 2000-1 Equipment Lease Backed Notes (the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Issuer herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates andNoteholders. The Issuer, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Servicer and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Back-up Servicer are entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As All things necessary to make this Indenture a valid agreement of the Issuer, the Servicer, the Back-up Servicer and the Indenture Trustee in accordance with its terms have been done. GRANTING CLAUSE To secure the payment of the principal of and interest on the Notes in accordance with their terms, the payment of all sums payable under this Indenture and the performance of the covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee, solely in trust and as collateral security as provided hereinin this Indenture, an election shall be made that for the Trust Fund ratable benefit of the Noteholders, a security interest in all of the Issuer's right, title and interest (exclusive of whether now owned or hereafter acquired) in and to and under the following: (ia) the Lease Receivables; (b) the Related Security; (c) the Documentation; (d) the Lease Acquisition Agreement; (e) the Receivables Purchase Agreement; (f) the Servicing Agreement; (g) any Swap Agreement, (iih) all amounts from time to time on deposit in the Swap Collection Account, (iii) the right to receive ACH Account and the obligation Redemption Account (including any Eligible Investments, investment property and other property at any time and from time to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account time in such accounts); and (viiii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal all income tax purposes as comprising four real estate mortgage investment conduits under Section 860D and proceeds of the Code foregoing (each a “REMIC” orincluding, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, investment property and other forms of obligations and receivables which at any time constitute all or part or are included in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” proceeds of any of the foregoing) (REMIC 4 also all of the foregoing being hereinafter referred to as the “Upper Tier REMIC”)"Trust Estate"). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved The foregoing Grant, transfer, assignment, set over and conveyance does not constitute and is not intended to result in a manner that preserves creation or an assumption by the validity Indenture Trustee or any Noteholder of such REMIC electionsany obligation of the Issuer, LFC VI, the Servicer or any other Person in connection with the Trust Estate or under any agreement or instrument relating thereto. Each Certificate, other than The Indenture Trustee acknowledges its acceptance on behalf of the Class R and Class LT-R Certificates, represents ownership Noteholders of a regular security interest in the Upper Tier REMIC for purposes all of the REMIC Provisions. In additionIssuer's right, each Certificate, other than title and interest in and to the Class R, Class LT-R, Class X Trust Estate and Class P Certificates, represents (i) declares that it shall maintain the right Trust Estate in accordance with the provisions hereof and agrees to receive payments with respect perform the duties herein required to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation best of its ability to pay Class I Shortfalls. The Class LT-R Certificate represents ownership the end that the interests of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, Noteholders may be adequately 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, 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. 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 Dateeffectively protected.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Securities Administrator as consideration for its the Depositor's transfer to the Trust Fund Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Sale Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinIn conjunction herewith, an election shall be made that the Depositor has acquired the Stack I Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack I Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack I Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund (exclusive Fund. On the Closing Date, the Depositor will acquire the Stack I Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Stack I Mortgage Loans and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 other related property constituting that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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 portion of the Trust Fund other than relating to the Lower Tier Interests in REMIC 1, REMIC 2, Stack I Certificates. The Depositor has duly authorized the execution and REMIC 3 delivery of the Stack I Agreement to provide for the conveyance to the Issuing Entity of the Stack I Mortgage Loans and the Excluded other related property constituting that portion of the Trust AssetsFund relating to the Stack I Certificates. The startup day for each REMIC created hereby for purposes terms and conditions relating to the issuance of the REMIC Provisions is Stack I Certificates are set forth in 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 DateStack I Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee, at the direction of the Securities Administrator, shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and the Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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 the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions(the “LT-R Interest”). The Lower-Tier REMIC 3 shall hold as its assets all property of the uncertificated Lower Tier Interests in REMIC 2Trust Fund, other than the Class LT2interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R interest, Interest shall be uncertificated and each such Lower Tier Interest is hereby designated as a regular interest in the Lower-Tier REMIC 2and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 2 shall hold as its assets all of the uncertificated Lower 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 LT-R Interest. The Lower-Tier REMIC Interests in REMIC 1The following table sets forth (or describes) the Class designation, REMIC 2interest rate, and REMIC 3 and the Excluded Trust Assets. The startup day initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC created hereby for purposes Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions is the Closing Date. In additionCertificate(s) LT-A1 (1) (2) A-1, for purposes of the REMIC ProvisionsA-IO1, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.Class A-IO2 LT-A2 (1) (2) A-2, A-IO2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it Sellers desire to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer sell to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders Participant from time to time of Participation Certificates evidencing a 100% undivided ownership interest in certain Mortgage Loans eligible in the aggregate to back Securities with the terms described in related Takeout Commitments. Participant desires and may in its sole discretion purchase such Participation Certificates andfrom Sellers in accordance with the terms and conditions set forth in this Agreement. Sellers, subject to the extent provided terms hereof, will cause (a) Mortgage Loans evidenced by a Participation Certificate to back a GNMA Security issued by Sellers and guaranteed by GNMA, a FNMA Security issued and guaranteed by FNMA or a FHLMC Security issued and guaranteed by FHLMC and (b) Delivery of such GNMA Security, FNMA Security or FHLMC Security by GNMA, FNMA or FHLMC to Participant or its designee, which GNMA Security, FNMA Security or FHLMC Security will be purchased by a Takeout Investor. Participant's willingness to purchase any Participation Certificate evidencing particular Mortgage Loans is based on Participant's expectation, in reliance upon Sellers' representations and warranties herein, any NIMS Insurerthat such Mortgage Loans in the aggregate, the Swap Counterparty constitute a pool or pools of mortgage loans that are eligible to back a Security and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” orSecurity, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” amount and “REMIC 4” (REMIC 4 also being referred to as with the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or terms described in the administration of this Agreement shall related Takeout Commitment, will be resolved issued and Participant will receive Delivery thereof within the time period agreed upon among Participant and Sellers and reflected in a manner that preserves the validity terms of such REMIC electionsParticipation Certificate. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes The amount of the REMIC Provisions. In addition, each Certificate, other than Purchase Price and the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right Performance Fee to receive payments be paid by Participant to Sellers with respect to any Basis Risk Shortfalls each Participation Certificate will be calculated on the expectation of Participant, based upon the representations and Unpaid Basis Risk Shortfalls warranties of the Sellers herein, that Participant will receive Delivery of the Security to be backed by the Mortgage Loans evidenced by the Participation Certificate purchased by Participant on the specified Anticipated Delivery Date and (ii) that failure to receive such Delivery will result in a material decrease in the obligation market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole. During the period from the purchase of a Participation Certificate to pay Class I ShortfallsDelivery of the related Security, Participant expects to rely entirely upon such Sellers to service the Mortgage Loans evidenced by the applicable Participation Certificate, it being acknowledged that the continued effectiveness of such Seller's Agency Approvals during such period constitutes an essential factor in the calculation by Participant of the Purchase Price and the Performance Fee paid to such Sellers for the related Participation Certificate and that loss of such Agency Approvals by such Sellers would result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold parties hereto hereby agree 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, 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. 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.follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Lease Trustee is duly authorized to execute and at the Closing Date is the owner deliver this Indenture on behalf of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Lease Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundSenior Notes issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Lease Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Senior Noteholders and the Cap CounterpartyIndenture Trustee. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Lease Trustee is entering into this AgreementIndenture on behalf of the Lease Trust, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Lease Trust in accordance with the agreement's terms have been done. GRANTING CLAUSE The Lease Trust hereby Grants to the Indenture Trustee at the Closing Date, an election shall be made that as Indenture Trustee for the Trust Fund (exclusive benefit of the Senior Noteholders, all of the Lease Trust's right, title and interest in and to (i) the Swap Agreement, Lease Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the Swap Accountforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, (iii) including all proceeds of the right conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to receive payment of any and every 9 kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) proceeds of any of the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls foregoing (collectively, the “Excluded Trust Assets”"Collateral")) be treated for federal income tax purposes . The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Senior Notes, equally and ratably without prejudice, priority or distinction except as comprising four real estate mortgage investment conduits under Section 860D set forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Code (each a “REMIC” orSenior Noteholders, acknowledges such Grant and accepts the trusts under this Indenture in accordance with the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration provisions of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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 DateIndenture.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee hereunder in return for inclusion in the Trust FundCertificates. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the The Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance is being conveyed to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are create a trust for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificateholders and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedCertificate Insurer. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap AgreementCap Contracts, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls Net WAC Rate Carryover Amounts and Unpaid Basis Risk Shortfalls, (iviii) the Basis Risk Net WAC Rate Carryover Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 3,Subsidiary REMIC” and “REMIC 4” (REMIC 4 also being referred to 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 elections. Each Certificate, other than the Class R A-UR and Class LTA-R LR 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 RA-LR, Class LTA-RUR, Class X CE and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I ShortfallsNet WAC Rate Carryover Amounts. The Class LTA-R LR Certificate represents ownership of the sole Class of residual interest in the Subsidiary REMIC 1. The and the Class R A-UR Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, 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 Subsidiary REMIC, other than the Class LT3LT-R interest, and each such Lower Tier Interest interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary 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, 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 REMIC 1the Subsidiary 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 Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, the Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and the Class LT-R CertificatesCertificate, represents ownership of is hereby designated as a regular interest in the Upper Upper-Tier REMIC for purposes REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I ShortfallsTier REMIC. The Class LT-R Certificate represents evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in REMIC 1the Lower-Tier REMIC. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Upper-Tier REMIC shall hold as its assets the uncertificated Lower Lower-Tier Interests in REMIC 3, other than the Class LT3LT-R interestInterest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each such Lower Class of Lower-Tier Interests: Lower-Tier REMIC Interest is hereby designated as a regular interest in REMIC 3 for purposes Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC Certificate(s) LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2, other than the Class LT2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-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 (4) (1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC ) $50 N/A LT-RR (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. 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.) $50 R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the Certificate Insurer, any NIMS Insurer, Insurer and the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iviii) the Basis Risk Reserve Fund, (viv) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account Trust and (viiiv) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 21, REMIC 32, 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 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 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. 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.. REMIC 1: The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-A $ 112,231,627.87 (1) LT1-F1 $ 36,508,000.00 (2) LT1-V1 $ 36,508,000.00 (3) LT1-F2 $ 35,396,500.00 (2) LT1-V2 $ 35,396,500.00 (3) LT1-F3 $ 34,319,000.00 (2) LT1-V3 $ 34,319,000.00 (3) LT1-F4 $ 33,273,500.00 (2) LT1-V4 $ 33,273,500.00 (3) LT1-F5 $ 32,261,000.00 (2) LT1-V5 $ 32,261,000.00 (3) LT1-F6 $ 31,278,500.00 (2) LT1-V6 $ 31,278,500.00 (3) LT1-F7 $ 30,326,000.00 (2) LT1-V7 $ 30,326,000.00 (3) LT1-F8 $ 29,402,500.00 (2) LT1-V8 $ 29,402,500.00 (3) LT1-F9 $ 28,507,500.00 (2) LT1-V9 $ 28,507,500.00 (3) LT1-F10 $ 27,639,000.00 (2) LT1-V10 $ 27,639,000.00 (3) LT1-F11 $ 32,981,000.00 (2) LT1-V11 $ 32,981,000.00 (3) LT1-F12 $ 32,780,000.00 (2) LT1-V12 $ 32,780,000.00 (3) LT1-F13 $ 32,516,000.00 (2) LT1-V13 $ 32,516,000.00 (3) LT1-F14 $ 32,191,500.00 (2) LT1-V14 $ 32,191,500.00 (3) LT1-F15 $ 31,809,500.00 (2) LT1-V15 $ 31,809,500.00 (3) LT1-F16 $ 31,372,500.00 (2) LT1-V16 $ 31,372,500.00 (3) LT1-F17 $ 30,883,000.00 (2) LT1-V17 $ 30,883,000.00 (3) LT1-F18 $ 30,344,000.00 (2) LT1-V18 $ 30,344,000.00 (3) LT1-F19 $ 29,759,500.00 (2) LT1-V19 $ 29,759,500.00 (3) LT1-F20 $ 29,131,500.00 (2) LT1-V20 $ 29,131,500.00 (3) LT1-F21 $ 28,465,000.00 (2) LT1-V21 $ 28,465,000.00 (3) LT1-F22 $ 27,762,500.00 (2) LT1-V22 $ 27,762,500.00 (3) LT1-F23 $ 130,782,500.00 (2) LT1-V23 $ 130,782,500.00 (3) LT1-F24 $ 46,267,500.00 (2) LT1-V24 $ 46,267,500.00 (3) LT1-F25 $ 35,525,000.00 (2) LT1-V25 $ 35,525,000.00 (3) LT1-F26 $ 28,073,500.00 (2) LT1-V26 $ 28,073,500.00 (3) LT1-F27 $ 22,629,000.00 (2) LT1-V27 $ 22,629,000.00 (3) LT1-F28 $ 18,502,500.00 (2) LT1-V28 $ 18,502,500.00 (3) LT1-F29 $ 15,289,000.00 (2) LT1-V29 $ 15,289,000.00 (3) LT1-F30 $ 12,727,500.00 (2) LT1-V30 $ 12,727,500.00 (3) LT1-F31 $ 11,167,000.00 (2) LT1-V31 $ 11,167,000.00 (3) LT1-F32 $ 9,858,500.00 (2) LT1-V32 $ 9,858,500.00 (3) LT1-F33 $ 9,335,500.00 (2) LT1-V33 $ 9,335,500.00 (3) LT1-F34 $ 8,837,000.00 (2) LT1-V34 $ 8,837,000.00 (3) LT1-F35 $ 8,367,500.00 (2) LT1-V35 $ 8,367,500.00 (3) LT1-F36 $ 7,922,000.00 (2) LT1-V36 $ 7,922,000.00 (3) LT1-F37 $ 7,501,500.00 (2) LT1-V37 $ 7,501,500.00 (3) LT1-F38 $ 7,103,000.00 (2) LT1-V38 $ 7,103,000.00 (3) LT1-F39 $ 6,725,500.00 (2) LT1-V39 $ 6,725,500.00 (3) LT1-F40 $ 6,369,000.00 (2) LT1-V40 $ 6,369,000.00 (3) LT1-F41 $ 6,031,000.00 (2) LT1-V41 $ 6,031,000.00 (3) LT1-F42 $ 5,711,000.00 (2) LT1-V42 $ 5,711,000.00 (3) LT1-F43 $ 5,408,000.00 (2) LT1-V43 $ 5,408,000.00 (3) LT1-F44 $ 5,121,000.00 (2) LT1-V44 $ 5,121,000.00 (3) LT1-F45 $ 4,850,000.00 (2) LT1-V45 $ 4,850,000.00 (3) LT1-F46 $ 4,592,500.00 (2) LT1-V46 $ 4,592,500.00 (3) LT1-F47 $ 4,349,000.00 (2) LT1-V47 $ 4,349,000.00 (3) LT1-F48 $ 4,118,500.00 (2) LT1-V48 $ 4,118,500.00 (3) LT1-F49 $ 3,900,500.00 (2) LT1-V49 $ 3,900,500.00 (3) LT1-F50 $ 3,693,500.00 (2) LT1-V50 $ 3,693,500.00 (3) LT1-F51 $ 3,498,000.00 (2) LT1-V51 $ 3,498,000.00 (3) LT1-F52 $ 3,313,000.00 (2) LT1-V52 $ 3,313,000.00 (3) LT1-F53 $ 3,137,500.00 (2) LT1-V53 $ 3,137,500.00 (3) LT1-F54 $ 2,971,500.00 (2) LT1-V54 $ 2,971,500.00 (3) LT1-F55 $ 2,814,000.00 (2) LT1-V55 $ 2,814,000.00 (3) LT1-F56 $ 2,665,000.00 (2) LT1-V56 $ 2,665,000.00 (3) LT1-F57 $ 2,524,500.00 (2) LT1-V57 $ 2,524,500.00 (3) LT1-F58 $ 2,388,500.00 (2) LT1-V58 $ 2,388,500.00 (3) LT1-F59 $ 39,843,500.00 (2) LT1-V59 $ 39,843,500.00 (3) LT1-R (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee, at the direction of the Securities Administrator, shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” , the “Middle-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and Class LT-R CertificatesCertificate, represents ownership of is hereby designated as a regular interest in the Upper Upper-Tier REMIC for purposes REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I ShortfallsTier REMIC. The Class LT-R Certificate represents evidences ownership of each of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”) and the sole class of residual interest in the Middle-Tier REMIC (the “MT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in REMIC 1the Lower-Tier REMIC. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Middle-Tier REMIC shall hold as its assets the uncertificated Lower Lower-Tier Interests in REMIC 3, other than the Class LT3LT-R interest, and each such Lower Interest. Each Middle-Tier Interest other than the MT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Middle-Tier REMIC 3 for purposes and the MT-R Interest is hereby designated as the sole Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Middle-Tier Interests in REMIC 2, other than the Class LT2MT-R interestInterest. The REMICs shall be administered for tax purposes as provided in this Preliminary Statement and in Article X. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, 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. The startup day initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier 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.Interest Designation Interest Rate Initial Class Principal Amount Corresponding Pool LT-Y1 (1) (3) Pool 1 LT-Y2 (2) (4) Xxxx 0 XX-X0 (1) (5) Pool 1 LT-Z2 (2) (6) Pool 2 LT-R (7) (7) Pool 1 & Pool 2

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates andCertificates, and to the extent provided herein, the Certificate Insurer, any NIMS Insurer, the Swap Counterparty Insurer and the Cap Group 1 Swap Counterparty. The Depositor, the Trustee, Trustee and the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap AgreementPool 1 Basis Risk Reserve Fund, (ii) the Swap AccountPool 2 Basis Risk Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk ShortfallsGroup 1 Swap Agreement, (iv) the Basis Risk Reserve FundGroup 1 Swap Account, (v) the Supplemental Interest Trust, (vi) the Interest Rate Group 1 Cap Agreement, (vii) the Interest Rate Group 1 Cap Account and Account, (viii) the Balance Guaranteed Cap Agreement, (ix) the Group 2 Cap Agreement, (x) the obligation to pay Class I Shortfalls, (xi) the rights to receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (xii) the right to receive FPD Premiums and (xiii) the Collateral Accounts (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four nine real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or”) in two tiered structures. Specifically, in Pooling REMIC I, Lower-Tier REMIC I, Middle-Tier REMIC IA, Middle-Tier REMIC IB, and Upper-Tier REMIC I shall relate to Pool 1 and Pooling REMIC II, Lower-Tier REMIC II, Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool 2. Pooling REMIC I shall hold the alternative “REMIC assets of the Trust Fund related to Pool 1,” “REMIC 2,” “REMIC 3,” , other than any Excluded Trust Assets, and “REMIC 4” (REMIC 4 shall issue several uncertificated interests and shall also being referred to issue the Class I-LT-R Certificate, which is hereby designated as the “Upper sole residual interest in Pooling REMIC I. Each uncertificated interest in Pooling REMIC I is hereby designated as a REMIC regular interest. Lower-Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in REMIC I shall hold the administration of this Agreement uncertificated interests issued by Pooling REMIC I and shall be resolved in a manner that preserves the validity of such REMIC electionsissue several uncertificated interests. Each Certificatesuch interest, other than the LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC I. Middle-Tier REMIC IA shall hold the uncertificated interests issued by Lower-Tier REMIC I, other than the LT1-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class R and Class LTMTIA-R CertificatesInterest, represents ownership of is hereby designated as a REMIC regular interest. The Class MTIA-R Interest is hereby designated as the sole residual interest in the Upper Middle-Tier REMIC for purposes of IA. Middle-Tier REMIC IB shall hold the uncertificated interests issued by Middle-Tier REMIC ProvisionsIA, other than the MTIA-R Interest, and shall issue several uncertificated interests. In addition, each CertificateEach such interest, other than the Class RMTIB-R Interest, is hereby designated as a REMIC regular interest. The Class LTMTIB-RR Interest is hereby designated as the sole residual interest in Middle-Tier REMIC IB. Upper-Tier REMIC I shall hold the uncertificated interests issued by Middle-Tier REMIC IB, other than the Class X and Class P Certificates, MTIB-R Interest. Each of the Offered Certificates related to Pool 1 represent ownership of regular interests in Upper-Tier REMIC I. Each of the Offered Certificates related to Pool 1 also represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and or Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. For federal income tax purposes, the Class I-XS Component of the Class I-X Certificates represents ownership of regular interests in Upper-Tier REMIC I and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 1 to the extent payable from Pool 1 Monthly Excess Cashflow. The Class LTI-CX and Class I-SX Components of the Class I-X Certificates shall not represent an interest in any REMIC formed hereby. The Class I-P Certificates represent ownership of regular interests in Upper-Tier REMIC I. The Class I-R Certificate represents ownership of the sole Class class of residual interest in Upper-Tier REMIC 1I as well as ownership of the LT1-R, Class MTIA-R, and Class MTIB-R Interests. Pooling REMIC II shall hold the assets of the Trust Fund related to Pool 2, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also issue the Class II-LT-R Certificate, which is hereby designated as the sole residual interest in Pooling REMIC II. Each uncertificated interest in Pooling REMIC II is hereby designated as a REMIC regular interest. Lower-Tier REMIC II shall hold the uncertificated interests issued by Pooling REMIC II and shall issue several uncertificated interests. Each such interest, other than the LT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R Interest is hereby designated as the sole residual interest in Lower-Tier REMIC II. Middle-Tier REMIC II shall hold the uncertificated interests issued by Lower-Tier REMIC II, other than the LT2-R Interest, and shall issue several uncertificated interests. Each such interest, other than the Class MT2-R Interest, is hereby designated as a REMIC regular interest. The Class MT2-R Interest is hereby designated as the sole residual interest in Middle-Tier REMIC II. Upper-Tier REMIC II shall hold the uncertificated interests issued by Middle-Tier REMIC II, other than the Class MT2-R Interest. Each of the Offered Certificates related to Pool 2 represents ownership of regular interests in Upper-Tier REMIC II. Each of the Offered Certificates related to Pool 2 also represents the right to receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax purposes, the Class II-XS Component of the Class II-X Certificates represents ownership of regular interests in Upper-Tier REMIC II and also represent the obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls to the Offered Certificates related to Pool 2 to the extent payable from Pool 2 Monthly Excess Cashflow. The Class II-CX Component of the Class II-X Certificates shall not represent an interest in any REMIC formed hereby. The Class II-P Certificates represent ownership of regular interests in Upper-Tier REMIC II. The Class II-R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2, REMIC 3, and the Upper Upper-Tier REMIC for purposes II as well as ownership 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, 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. 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 DateClass MT2-R Interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee, at the direction of the Securities Administrator, shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and the Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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 the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions(the “LT-R Interest”). The Lower-Tier REMIC 3 shall hold as its assets all property of the uncertificated Lower Tier Interests in REMIC 2Trust Fund, other than the Class LT2interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R interest, Interest shall be uncertificated and each such Lower Tier Interest is hereby designated as a regular interest in the Lower-Tier REMIC 2and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 2 shall hold as its assets all of the uncertificated Lower 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 LT-R Interest. The Lower-Tier REMIC Interests in REMIC 1The following table sets forth (or describes) the Class designation, REMIC 2interest rate, and REMIC 3 and the Excluded Trust Assets. The startup day initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC created hereby for purposes Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions is the Closing Date. In additionCertificate(s) LT-A1 (1) (2) A-1, for purposes of the REMIC ProvisionsA-IO1, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.A-IO2 LT-A2 (1) (2) A-2, A-IO1 LT-A3 (1) (2) A-3, A-IO1, A-IO3 LT-A4 (1) (2) A-4, A-IO1 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Securities Administrator shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Additional Collateral and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, assets deposited in the Reserve Fund (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC,” the “REMIC 2,” “REMIC 3Middle-Tier REMIC,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Upper-Tier REMIC”,” respectively)). 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 elections. Each Certificate, other than the Class R 1-AR Certificate and the Class LT-R CertificatesCertificate, represents ownership of is hereby designated as a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC ProvisionsREMIC, as described herein. In addition, each Certificate, other than of the Class R, Class LT-R, Class X and Class P Certificates, LIBOR Certificates represents (i) the right to receive payments with in respect to any Basis Risk of Net WAC Shortfalls from the Reserve Fund as provided in Sections 5.02 and Unpaid Basis Risk Shortfalls 5.06. The owners of the Interest-Only Certificates beneficially own the Reserve Fund. The Class 1-AR Certificate represents the sole class of residual interest in each of the Upper-Tier and (ii) the obligation to pay Class I ShortfallsMiddle-Tier REMICs. The Class LT-R Certificate represents evidences ownership of the sole Class class of residual interest in the Lower-Tier REMIC 1(the “LT-R Interest”). The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Lower-Tier REMIC shall hold as its assets all property of the uncertificated Lower Tier Interests in REMIC 3Trust Fund, other than the Class LT3Excluded Trust Property and other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Lower-Tier REMIC 3 for purposes and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Middle-Tier REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Lower-Tier Interests in REMIC 2, other than the Class LT2LT-R interest, and each such Lower Interest. Each Middle-Tier Interest other than the MT-R Interest is hereby designated as a regular interest in the Middle-Tier REMIC 2and the MT-R Interest is hereby designated as the sole Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC 2 shall hold as its assets the uncertificated Lower Middle-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 MT-R Interest. The Lower-Tier REMIC Interests in REMIC 1The following table sets forth (or describes) the Class designation, REMIC 2interest rate, and REMIC 3 and the Excluded Trust Assets. The startup day initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC created hereby for purposes Interest Designation Interest Rate Initial Class Principal Amount Corresponding Pool or Corresponding Class 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.Certificates LT-Pool 1 (1) (7) 1 LT-Pool 1 PSA (1) (8) 1 LT-Pool 2 (2) (7) 2 LT-Pool 2 PSA (2) (8) 2 LT-Pool 3 (3) (7) 3 LT-Pool 3 PSA (3) (8) 3 LT-Pool 4 (4) (7) 4 LT-Pool 4 PSA (4) (8) 4 LT-Pool 5 (5) (7) 5 LT-Pool 5 PSA (5) (8) 5 LT-R (6) (6) Class LT-R __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Swap AgreementClass P Certificates, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) Fund and the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls Trust (collectively, the “Excluded Trust Assets”)) 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,” “I, REMIC 2,” “II and REMIC 3,” and “REMIC 4” III (REMIC 4 also being referred to as the “Upper Tier REMIC”), respectively). 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 elections. Each Certificate, other than the Class R and P, Class X, Class LT-R or Class R Certificate and, in the case of the Class 1-A1 Certificates, exclusive of the right to receive amounts from the Basis Risk Reserve Fund, represents ownership of a one or more regular interest interests in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P Certificates represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class X Certificates represent beneficial ownership of the Basis Risk Reserve Fund and Supplemental Interest Trust as described in note 11 of the table below for the Upper Tier REMIC, but do not represent an interest in any REMIC created hereunder. In addition, each Certificate, other than the Class R, Class LT1-R, Class X and Class P Certificates, represents (i) A1 Certificates represent the right to receive payments with in respect to of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) from the obligation Basis Risk Reserve Fund pursuant to pay Class I ShortfallsSection 5.07. The Class LT-R Certificate represents ownership of the sole Class class of residual interest in REMIC 1I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2, REMIC 3, II 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 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 2, other than the Class LT2-R interestI, 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 1I, REMIC 2, and REMIC 3 II 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 Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it On or prior to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor acquired the Mortgage Loans from EMC pursuant to the Mortgage Loan Purchase Agreement. The Depositor will acquire establish Bear Xxxxxxx ARM Grantor Trust 2005-2, a New York trust (the Certificates from "Grantor Trust") pursuant to a Grantor Trust Agreement, dated as of February 1, 2005. The Depositor will deposit the Mortgage Loans into the Grantor Trust Fundin exchange for the Class A Grantor Trust Certificates, which will evidence the entire beneficial ownership interest in the Mortgage Loans (such certificate being referred to herein as the "Grantor Trust Certificate"). Prior to the Closing Date, pursuant to a Trust Agreement, as consideration amended and restated on the Closing Date, the Depositor created Bear Xxxxxxx ARM Trust 2005-2, a Delaware statutory trust, for its transfer the purpose of issuing the Owner Trust Certificates (the "Owner Trust Certificates") in exchange for the Grantor Trust Certificate pursuant to the Trust Fund of the Mortgage Loans Agreement, and the Notes, pursuant to the Indenture. Pursuant to the Indenture, the Issuer will pledge all of its right, title and interest in and to the Grantor Trust Certificate and other property constituting acquired from the Trust FundDepositor to the Indenture Trustee to secure the Notes issued pursuant to the Indenture. The Depositor has duly authorized will receive from the execution Issuer the Owner Trust Certificates evidencing the entire beneficial ownership interest in the Issuer and delivery of this Agreement to provide for the conveyance to the Trustee Notes representing indebtedness of the Mortgage Loans and Issuer. In consideration of the other property constituting the Trust Fund. All covenants and mutual agreements made by the Seller in the Mortgage Loan Sale Agreement and by herein contained, each of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Grantor Trustee herein with respect undertakes and agrees to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes perform its duties hereunder 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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.follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the other property constituting owner of the Trust FundCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each CertificateThe Certificates issued hereunder, other than the Class R CE, Class P and Class LT-R Certificates, represents ownership have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of a regular interest the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Upper Tier Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC for purposes I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC Provisions. In addition, each Certificate, Loans and other related assets (other than the Class RReserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of shall represent the sole Class class of "residual interest in each of 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 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, 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. The startup day for each REMIC created hereby I for purposes of the REMIC Provisions is under federal income tax law. The following table irrevocably sets forth the Closing Date. In additiondesignation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of the REMIC Provisionssatisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date date" for each regular interest in each of the Uncertificated REMIC created hereby is I Regular Interests. None of the Latest Possible Uncertificated REMIC I Regular Interests will be certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Maturity Date.Designation Principal Balance Pass-Through Rate Date(1) ----------- ----------------- ------------------- ---------------------- LTI-1 $238,313,120 Variable(2) January 25, 2034 LTI-IO-1 $6,809,000 Variable(2) January 25, 2034 LTI-IO-2 $6,809,000 Variable(2) January 25, 2034 LTI-IO-3 $6,809,000 Variable(2) January 25, 2034 LTI-IO-4 $4,085,000 Variable(2) January 25, 2034 LTI-IO-5 $9,533,000 Xxxxxxxx(0) Xxxxxxx 00, 0000 XXX-X $100 Variable(2) January 25, 2034 _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee, at the direction of the Securities Administrator, shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and the Class LT-R CertificatesCertificate, represents ownership of is hereby designated as a regular interest in the Upper Upper-Tier REMIC for purposes REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I ShortfallsTier REMIC. The Class LT-R Certificate represents evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in REMIC 1the Lower-Tier REMIC. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Upper-Tier REMIC shall hold as its assets the uncertificated Lower Lower-Tier Interests in REMIC 3, other than the Class LT3LT-R interestInterest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each such Lower Class of Lower-Tier Interests: Lower-Tier REMIC Interest is hereby designated as a regular interest in REMIC 3 for purposes Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC Certificate(s) LT-A1 (1) (2) A-0, other than the Class LT2X-XX XX-X0 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R 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, 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. 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.) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, the Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee, at the direction of the Securities Administrator, shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and the Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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 the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions(the “LT-R Interest”). The Lower-Tier REMIC 3 shall hold as its assets all property of the uncertificated Lower Tier Interests in REMIC 2Trust Fund, other than the Class LT2interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R interest, Interest shall be uncertificated and each such Lower Tier Interest is hereby designated as a regular interest in the Lower-Tier REMIC 2and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 2 shall hold as its assets all of the uncertificated Lower 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 LT-R Interest. The Lower-Tier REMIC Interests in REMIC 1The following table sets forth (or describes) the Class designation, REMIC 2interest rate, and REMIC 3 and the Excluded Trust Assets. The startup day initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC created hereby for purposes Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions is the Closing Date. In additionCertificate(s) LT-A1 (1) (2) A-1, for purposes of the REMIC ProvisionsA-IO1, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.A-IO2 LT-A2 (1) (2) A-2, A-IO2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. Source, f/k/a The Depositor has acquired Wiki Group, Inc., is an early stage technology company, which provides financial technology solutions primarily in the Mortgage Loans United States (the “Wiki Business”). Source’s shares of common stock, par value $0.01 (“Source Stock”) are quoted on the OTCQB Pink Sheets, currently under the symbol “SRCF,” and Source is currently a voluntary filer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Garibaldi is the Chairman of the board of directors of Source (the “Source Board”) and XxXxxxxx is the Chief Executive Officer of Source. Garibaldi and XxXxxxxx are sometimes referred to collectively in this Agreement as the “Source Representatives”. Moneytech is a financial services firm with operations in Australia. Xxxx Xxxxx is an officer, director and the principal shareholder of Moneytech. Source desires to acquire all of the outstanding shares of Moneytech (the “Moneytech Shares”) from the SellerMoneytech Shareholders in consideration for 5,300,000 shares of Source Stock (the “Source Exchange Shares”) on the terms and subject to the conditions set forth in this Agreement (the “Share Exchange”). The Moneytech Shareholders have signed or will sign joinder agreements, in the form attached hereto as Exhibit A (the “Joinder Agreements”), whereby each Moneytech Shareholder becomes a party to this Agreement and appoints Xxxx Xxxxx his or her attorney-in-fact to execute any agreements that may be deemed necessary in connection herewith. For the avoidance of doubt, the number of Source Exchange Shares to be issued to the Moneytech Shareholders gives effect to a 1 for 100 reverse stock split recently completed by Source. Unless specifically indicated otherwise, all references to an amount of shares of Source contained herein give effect to such reverse stock split. The Share Exchange is intended to constitute a reorganization within the meaning of Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring provisions as may be available under the Code. In connection with the Share Exchange, Source caused WikiTechnologies, Inc., a Delaware corporation (“Wiki Sub”), to be formed and no later than the consummation of the Share Exchange, Source shall contribute (the “Contribution”) to Wiki Sub the assets comprising the Source Business (the “Source Assets”), and at the Closing Date is the owner Wiki Sub shall assume all of the Mortgage Loans and liabilities of Source, including the other property being conveyed by it obligations of the Wiki Business, in exchange for 900 shares of the common stock of Wiki Sub (the “Transfer of the Wiki Business”), pursuant to the Trustee hereunder for inclusion terms of the Asset Purchase Agreement by and between Source and Wiki Sub in the Trust Fundform annexed as Exhibit B hereto (the “Contribution Agreement”). On As a condition to the Closing DateShare Exchange, Garibaldi shall deposit 1,120,000 shares of Source Stock (the “Garibaldi Shares”) and XxXxxxxx shall deposit 1,120,000 shares of Source Stock (the “XxXxxxxx Shares,” together with the Garibaldi Shares, the Depositor will acquire “GD Escrow Shares”) in escrow with Xxxxx & Xxx Xxxxxx LLP (the Certificates from “Escrow Agent”) and Source shall deposit in escrow with the Trust FundEscrow Agent 1,000 shares of the common stock of Wiki Sub, as consideration for its transfer representing all of the outstanding shares of Wiki Sub (the “Wiki Sub Escrow Shares,” and together with the GD Escrow Shares, the “Escrow Shares”). The Escrow Shares shall be held by the Escrow Agent on the terms and subject to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery conditions set forth in Section 4.3 of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller Escrow Agreement in the Mortgage Loan Sale Agreement and by form annexed as Exhibit C hereto (the Depositor, “Escrow Agreement.) There are currently 4,061,632 shares of Source Stock outstanding. Source anticipates that prior to or at about the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to closing of the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, transaction contemplated hereby it will issue or authorize for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (issuance: i) the Swap Agreement, (300,000 shares issuable upon exercise of options to be granted to a service provider; ii) 600,000 shares to be issued in consideration for the Swap Account, (cancellation of certain debt currently outstanding; and iii) 338,368 shares to be issued to certain service providers. Thus, if the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk ShortfallsMoneytech Shareholders are issued 5,300,000 shares of Source Stock, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D upon consummation of the Code (each transaction contemplated hereby there will be 10,600,000 shares of Source Stock outstanding on a “REMIC” orfully diluted basis, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred without giving effect to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration an option for 20,000 shares exercisable at a price of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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$10.00 per share.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Securities Administrator as consideration for its the Depositor's transfer to the Trust Fund Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Sale Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinIn conjunction herewith, an election shall be made that the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund (exclusive Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Stack II Mortgage Loans and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 other related property constituting that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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 portion of the Trust Fund other than relating to the Lower Tier Interests in REMIC 1, REMIC 2, Stack II Certificates. The Depositor has duly authorized the execution and REMIC 3 delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the Excluded other related property constituting that portion of the Trust AssetsFund relating to the Stack II Certificates. The startup day for each REMIC created hereby for purposes terms and conditions relating to the issuance of the REMIC Provisions is Stack II Certificates are set forth in 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 DateStack II Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Yield Maintenance Agreements and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls Fund (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier Upper-Tier” or “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 elections. Each Certificate, other than the Class R and Class LTA-R CertificatesCertificate, represents shall 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 LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Middle-Tier Interests in Middle-Tier REMIC 3, 1 and Lower-Tier REMIC 2 (other than the Class LT3MT1-A-R interest, and each such Lower LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 3 for purposes of the 1. Lower-Tier REMIC Provisions. REMIC 3 1 shall hold as its assets all property of the uncertificated Lower Trust Fund relating to Aggregate Pool A (except for any related Excluded Trust Property). Lower-Tier Interests in REMIC 2, 2 shall hold as assets all property of the Trust Fund relating to Pool 1 (except for any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class LT2LT1-A-R interest, and each such Lower Tier Interest Interest) is hereby designated as a regular interest in Lower-Tier REMIC 21. Each Lower-Tier REMIC 2 shall hold as its assets Interest (other than the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest Class LT2-A-R 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 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 of all REMIC regular interest interests created in each REMIC created hereby is this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC 1 The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 LT1-A-R (3) (3) N/A _______________ (1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount (“SP”) of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee, at the direction of the Securities Administrator, shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and the Class LT-R CertificatesCertificate, represents ownership of is hereby designated as a regular interest in the Upper Upper-Tier REMIC for purposes REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I ShortfallsTier REMIC. The Class LT-R Certificate represents evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in REMIC 1the Lower-Tier REMIC. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Upper-Tier REMIC shall hold as its assets the uncertificated Lower Lower-Tier Interests in REMIC 3, other than the Class LT3LT-R interestInterest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each such Lower Class of Lower-Tier Interests: Lower-Tier REMIC Interest is hereby designated as a regular interest in REMIC 3 for purposes Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC Certificate(s) LT-A1 (1) (2) A-0, other than the Class LT2X-XX XX-X0 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R 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, 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. 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.) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account Account, (viii) any FPD Premium, (ix) any Servicer Prepayment Charge Payment Amounts or amounts in respect of Prepayment Charges paid by the Seller as a result of a breach of a representation or warranty pursuant to Section 2.03(b) and (viiix) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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.. REMIC 1: REMIC 1 shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate, which shall represent the sole class of residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualifying Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Charges collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. REMIC 2: The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 2, each of which (other than the Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT2-A $ 39,527,170.01 (1) LT2-F1 $ 12,182,000.00 (2) LT2-V1 $ 12,182,000.00 (3) LT2-F2 $ 11,822,000.00 (2) LT2-V2 $ 11,822,000.00 (3) LT2-F3 $ 11,473,000.00 (2) LT2-V3 $ 11,473,000.00 (3) LT2-F4 $ 11,134,000.00 (2) LT2-V4 $ 11,134,000.00 (3) LT2-F5 $ 10,806,000.00 (2) LT2-V5 $ 10,806,000.00 (3) LT2-F6 $ 10,485,500.00 (2) LT2-V6 $ 10,485,500.00 (3) LT2-F7 $ 10,176,000.00 (2) LT2-V7 $ 10,176,000.00 (3) LT2-F8 $ 9,876,000.00 (2) LT2-V8 $ 9,876,000.00 (3) LT2-F9 $ 9,583,000.00 (2) LT2-V9 $ 9,583,000.00 (3) LT2-F10 $ 9,301,000.00 (2) LT2-V10 $ 9,301,000.00 (3) LT2-F11 $ 9,066,000.00 (2) LT2-V11 $ 9,066,000.00 (3) LT2-F12 $ 11,235,000.00 (2) LT2-V12 $ 11,235,000.00 (3) LT2-F13 $ 11,150,000.00 (2) LT2-V13 $ 11,150,000.00 (3) LT2-F14 $ 11,023,000.00 (2) LT2-V14 $ 11,023,000.00 (3) LT2-F15 $ 10,938,500.00 (2) LT2-V15 $ 10,938,500.00 (3) LT2-F16 $ 10,726,000.00 (2) LT2-V16 $ 10,726,000.00 (3) LT2-F17 $ 10,599,500.00 (2) LT2-V17 $ 10,599,500.00 (3) Class Designation Initial Principal Balance Interest Rate LT2-F18 $ 10,386,500.00 (2) LT2-V18 $ 10,386,500.00 (3) LT2-F19 $ 10,218,000.00 (2) LT2-V19 $ 10,218,000.00 (3) LT2-F20 $ 10,005,500.00 (2) LT2-V20 $ 10,005,500.00 (3) LT2-F21 $ 9,751,500.00 (2) LT2-V21 $ 9,751,500.00 (3) LT2-F22 $ 9,496,500.00 (2) LT2-V22 $ 9,496,500.00 (3) LT2-F23 $ 32,814,500.00 (2) LT2-V23 $ 32,814,500.00 (3) LT2-F24 $ 17,637,000.00 (2) LT2-V24 $ 17,637,000.00 (3) LT2-F25 $ 15,389,500.00 (2) LT2-V25 $ 15,389,500.00 (3) LT2-F26 $ 11,701,500.00 (2) LT2-V26 $ 11,701,500.00 (3) LT2-F27 $ 9,157,500.00 (2) LT2-V27 $ 9,157,500.00 (3) LT2-F28 $ 7,250,000.00 (2) LT2-V28 $ 7,250,000.00 (3) LT2-F29 $ 5,808,500.00 (2) LT2-V29 $ 5,808,500.00 (3) LT2-F30 $ 4,748,500.00 (2) LT2-V30 $ 4,748,500.00 (3) LT2-F31 $ 3,857,500.00 (2) LT2-V31 $ 3,857,500.00 (3) LT2-F32 $ 3,180,000.00 (2) LT2-V32 $ 3,180,000.00 (3) LT2-F33 $ 3,010,000.00 (2) LT2-V33 $ 3,010,000.00 (3) LT2-F34 $ 2,840,500.00 (2) LT2-V34 $ 2,840,500.00 (3) LT2-F35 $ 2,713,000.00 (2) LT2-V35 $ 2,713,000.00 (3) LT2-F36 $ 2,586,500.00 (2) LT2-V36 $ 2,586,500.00 (3) LT2-F37 $ 2,459,000.00 (2) LT2-V37 $ 2,459,000.00 (3) LT2-F38 $ 2,332,000.00 (2) LT2-V38 $ 2,332,000.00 (3) LT2-F39 $ 2,247,000.00 (2) LT2-V39 $ 2,247,000.00 (3) 4 Class Designation Initial Principal Balance Interest Rate LT2-F40 $ 2,077,500.00 (2) LT2-V40 $ 2,077,500.00 (3) LT2-F41 $ 2,035,000.00 (2) LT2-V41 $ 2,035,000.00 (3) LT2-F42 $ 1,907,500.00 (2) LT2-V42 $ 1,907,500.00 (3) LT2-F43 $ 1,823,000.00 (2) LT2-V43 $ 1,823,000.00 (3) LT2-F44 $ 1,738,500.00 (2) LT2-V44 $ 1,738,500.00 (3) LT2-F45 $ 1,610,500.00 (2) LT2-V45 $ 1,610,500.00 (3) LT2-F46 $ 1,569,000.00 (2) LT2-V46 $ 1,569,000.00 (3) LT2-F47 $ 1,484,000.00 (2) LT2-V47 $ 1,484,000.00 (3) LT2-F48 $ 1,441,500.00 (2) LT2-V48 $ 1,441,500.00 (3) LT2-F49 $ 1,314,000.00 (2) LT2-V49 $ 1,314,000.00 (3) LT2-F50 $ 1,272,000.00 (2) LT2-V50 $ 1,272,000.00 (3) LT2-F51 $ 1,229,500.00 (2) LT2-V51 $ 1,229,500.00 (3) LT2-F52 $ 1,145,000.00 (2) LT2-V52 $ 1,145,000.00 (3) LT2-F53 $ 1,102,000.00 (2) LT2-V53 $ 1,102,000.00 (3) LT2-F54 $ 1,060,000.00 (2) LT2-V54 $ 1,060,000.00 (3) LT2-F55 $ 975,000.00 (2) LT2-V55 $ 975,000.00 (3) LT2-F56 $ 975,000.00 (2) LT2-V56 $ 975,000.00 (3) LT2-F57 $ 890,500.00 (2) LT2-V57 $ 890,500.00 (3) LT2-F58 $ 848,000.00 (2) LT2-V58 $ 848,000.00 (3) LT2-F59 $ 826,500.00 (2) LT2-V59 $ 826,500.00 (3) LT2-F60 $ 775,500.00 (2) LT2-V60 $ 775,500.00 (3) LT2-F61 $ 737,500.00 (2) 5 Class Designation Initial Principal Balance Interest Rate LT2-V61 $ 737,500.00 (3) LT2-F62 $ 701,500.00 (2) LT2-V62 $ 701,500.00 (3) LT2-F63 $ 666,500.00 (2) LT2-V63 $ 666,500.00 (3) LT2-F64 $ 634,000.00 (2) LT2-V64 $ 634,000.00 (3) LT2-F65 $ 602,000.00 (2) LT2-V65 $ 602,000.00 (3) LT2-F66 $ 572,500.00 (2) LT2-V66 $ 572,500.00 (3) LT2-F67 $ 544,500.00 (2) LT2-V67 $ 544,500.00 (3) LT2-F68 $ 517,000.00 (2) LT2-V68 $ 517,000.00 (3) LT2-F69 $ 492,000.00 (2) LT2-V69 $ 492,000.00 (3) LT2-F70 $ 467,500.00 (2) LT2-V70 $ 467,500.00 (3) LT2-F71 $ 8,997,500.00 (2) LT2-V71 $ 8,997,500.00 (3) LT2-R (4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC,” the “REMIC 2,” “REMIC 3,Middle-Tier REMIC” and “REMIC 4” (REMIC 4 also being referred to as the “Upper 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 elections. Each Certificate, of the Certificates set forth below (other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, and the Class R and Class LTA-R Certificates, represents ) and each Uncertificated REMIC Interest shall represent 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 LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Middle-Tier Interests in the Middle-Tier REMIC 3, (other than the Class LT3MT-A-R interest, Interest) and each such Lower the Class P Reserve Fund. The Middle-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 several classes of uncertificated Lower Lower-Tier Interests in the Lower-Tier REMIC 2, (other than the Class LT2LT-A-R interest, and each such Lower Tier Interest). The uncertificated Class MT-A-R Interest is hereby designated as a regular represents ownership of the sole class of residual interest in the Middle-Tier REMIC. The Lower-Tier 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 all property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust AssetsFund. The startup day for each REMIC created hereby for purposes uncertificated Class LT-A-R Interest represents ownership of the REMIC Provisions is sole class of residual interest in the Closing DateLower-Tier REMIC. In addition, for purposes of the REMIC Provisions, the The latest possible maturity date for each of all REMIC regular interest interests created in each REMIC created hereby is this Agreement shall be the Latest Possible Maturity Date.. The Lower-Tier REMIC The Lower-Tier Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: Lower-Tier Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made the Trustee is hereby directed to elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and the Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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 the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC Provisions(the “LT-R Interest”). The Lower-Tier REMIC 3 shall hold as its assets all property of the uncertificated Lower Tier Interests in REMIC 2Trust Fund, other than the Class LT2interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R interest, Interest shall be uncertificated and each such Lower Tier Interest is hereby designated as a regular interest in the Lower-Tier REMIC 2and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC 2 shall hold as its assets all of the uncertificated Lower 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 LT-R Interest. The Lower-Tier REMIC Interests in REMIC 1The following table sets forth (or describes) the Class designation, REMIC 2interest rate, and REMIC 3 and the Excluded Trust Assets. The startup day initial Class Principal Amount for each Class of Lower-Tier Interests: Lower-Tier REMIC created hereby for purposes Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions is the Closing Date. In additionCertificate(s) LT-A1 (1) (2) A-1, for purposes of the REMIC ProvisionsA-IO2 LT-A2 (1) (2) A-2, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.A-IO1, A-IO2 LT-A3 (1) (2) A-3, A-IO2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, and to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, Trustee and the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap AgreementBasis Risk Reserve Fund, (ii) the Swap Class X Account, (iii) the right to receive and Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative “”): Pooling REMIC 1,” “, Lower-Tier REMIC 2,” “1, Middle-Tier REMIC 3,” 1, and “Upper-Tier REMIC 4” (1. Pooling REMIC 4 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also being referred to issue the Class LT-R Certificate, which is hereby designated as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities sole residual interest in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such Pooling REMIC elections1. Each Certificateuncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class R and Class LTLT1-R CertificatesInterest, represents ownership of is hereby designated as a REMIC regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfallsinterest. The Class LTLT1-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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 the sole residual interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower 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, 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. 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 Depositor has acquired the Mortgage Loans from the Seller, Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for the benefit of the Trust for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust FundFund but excluding the related Servicing Rights. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust FundFund for the benefit of the Trust. All covenants and agreements made by (i) the Seller Sponsor in the Mortgage Loan Sale Purchase Agreement and by in this Agreement and (ii) the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyTrust. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee for the benefit of the Trust are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made the Trustee is hereby directed by the Depositor to elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” or the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”applicable)). 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 elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificatethe Securities Administrator shall be deemed to acquire and hold in a subtrust created hereunder certain uncertificated regular interests in the Upper-Tier REMIC, which subtrust shall be treated as a separate grantor trust for tax purposes as further described in Section 3.11 hereof. The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to interests in any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I ShortfallsREMIC formed hereby. The Class LT-R Certificate represents evidences ownership of the residual interest in the Lower-Tier REMIC (the “LT-R Interest”) and the LT-R Interest is hereby designated as the sole Class of residual interest in REMIC 1the Lower-Tier REMIC. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Each Lower-Tier REMIC for purposes of Regular Interest referenced in the REMIC Provisions. The Upper chart below that describes the Lower-Tier REMIC shall hold as its assets the be 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 the Lower-Tier REMIC. The Upper-Tier REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets all of the uncertificated Lower Lower-Tier REMIC Regular Interests issued by the Lower-Tier REMIC. The Class R Certificate evidences ownership of the residual interest in the Upper-Tier REMIC 2, other than (the Class LT2“UT-R interest, Interest”) and each such Lower the UT-R Interest is hereby designated as the sole Class of residual interest in the Upper-Tier REMIC. Each Upper-Tier Interest referenced in the chart below that describes the Upper-Tier REMIC is hereby designated as a regular interest in REMIC 2the Upper-Tier REMIC. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1For all purposes other than federal tax purposes, and each such Lower Tier Interest is hereby designated as a regular Certificate evidences an ownership interest in REMIC 1the Trust. REMIC 1 shall hold as its assets the property of the Trust Fund For federal taxation purposes, each Certificate (other than the Lower Class R Certificate, the Class LT-R Certificate, any Initial Exchangeable Certificate (as defined herein) and any Exchangeable Certificate (as defined herein)) evidences ownership of a Certificated Upper-Tier Interest (as defined herein) that is referenced as corresponding to such Certificate in the chart below that describes the Certificates. Each Initial Exchangeable Certificate and each Exchangeable Certificate evidences ownership of an undivided interest in the Exchangeable Subtrust, as further described in Section 3.11 hereof, which subtrust shall be deemed to own the Uncertificated Upper-Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust Assets(as defined herein). The startup day REMICs created hereunder shall be administered for each REMIC created hereby tax purposes as provided in this Preliminary Statement and Article X hereof. The Exchangeable Subtrust shall be administered for tax purposes of the REMIC Provisions is the Closing Date. In additionas provided in this Preliminary Statement, 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 DateArticle X and Sections 3.10 and 3.11 hereof.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Yield Maintenance Agreement and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative “”): Lower-Tier REMIC 1,” “, Middle-Tier REMIC 2,” “1 and Upper-Tier REMIC 3,” 1. Lower-Tier REMIC 1 shall hold the assets of the Trust Fund related to the Aggregate Pool and “REMIC 4” (REMIC 4 also being referred to shall issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in Lower-Tier REMIC 1. The Class R Certificate represents ownership of the sole Class of residual Each remaining uncertificated interest in each of REMIC 2, REMIC 3, and the Upper Lower-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 1 is hereby designated as a REMIC 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, 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. 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 Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap AgreementAdditional Collateral, (ii) the Swap AccountAgreement, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (viiiv) the Supplemental Interest Rate Cap Account Trust, (v) payments with respect to Basis Risk Shortfall Carryover Amounts, and (viiivi) the obligation payments with respect to pay Class I Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier Upper-Tier” or “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 elections. Each Certificate, Certificate (other than the Exchangeable Certificates, the Exchangeable REMIC Certificates and the Class R and Class LTA-R Certificates, represents Certificate) and each Uncertificated REMIC Interest shall 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 LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Middle-Tier Interests in Middle-Tier REMIC 3, 1 and Lower-Tier REMIC 2 (other than the Class LT3MT1-A-R interest, and each such Lower LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 3 for purposes of the 1. Lower-Tier REMIC Provisions. REMIC 3 1 shall hold as its assets all property of the uncertificated Lower Trust Fund relating to Pool 1 (except for any related Excluded Trust Property). Lower-Tier Interests in REMIC 2, 2 shall hold as assets all property of the Trust Fund relating to Aggregate Pool A (except for any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class LT2LT1-A-R interest, and each such Lower Tier Interest Interest) is hereby designated as a regular interest in Lower-Tier REMIC 21. Each Lower-Tier REMIC 2 shall hold as its assets Interest (other than the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest Class LT2-A-R 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 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 of all REMIC regular interest interests created in each REMIC created hereby is this Agreement shall be the Latest Possible Maturity Date.. Lower-Tier REMIC 1: The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-A (1) (2) LT1-F1 $ 8,839,749.05 (3) LT1-V1 $ 8,839,749.05 (4) LT1-F2 $ 8,580,345.29 (3) LT1-V2 $ 8,580,345.29 (4) LT1-F3 $ 8,328,679.60 (3) LT1-V3 $ 8,328,679.60 (4) LT1-F4 $ 8,084,393.10 (3) LT1-V4 $ 8,084,393.10 (4) LT1-F5 $ 7,847,269.50 (3) LT1-V5 $ 7,847,269.50 (4) LT1-F6 $ 7,617,098.80 (3) LT1-V6 $ 7,617,098.80 (4) LT1-F7 $ 7,393,677.19 (3) LT1-V7 $ 7,393,677.19 (4) LT1-F8 $ 7,176,806.82 (3) LT1-V8 $ 7,176,806.82 (4) LT1-F9 $ 7,003,729.51 (3) LT1-V9 $ 7,003,729.51 (4) LT1-F10 $ 6,760,820.27 (3) LT1-V10 $ 6,760,820.27 (4) LT1-F11 $ 6,588,197.26 (3) LT1-V11 $ 6,588,197.26 (4) LT1-F12 $ 6,369,258.51 (3) LT1-V12 $ 6,369,258.51 (4) LT1-F13 $ 6,182,428.04 (3) LT1-V13 $ 6,182,428.04 (4) LT1-F14 $ 6,001,076.10 (3) LT1-V14 $ 6,001,076.10 (4) LT1-F15 $ 5,825,042.11 (3) LT1-V15 $ 5,825,042.11 (4) LT1-F16 $ 5,682,827.90 (3) LT1-V16 $ 5,682,827.90 (4) LT1-F17 $ 5,525,821.98 (3) LT1-V17 $ 5,525,821.98 (4) LT1-F18 $ 5,357,224.26 (3) LT1-V18 $ 5,357,224.26 (4) LT1-F19 $ 5,353,180.63 (3) LT1-V19 $ 5,353,180.63 (4) LT1-F20 $ 5,918,343.59 (3) LT1-V20 $ 5,918,343.59 (4) LT1-F21 $ 6,341,523.53 (3) LT1-V21 $ 6,341,523.53 (4) LT1-F22 $ 5,117,075.97 (3) LT1-V22 $ 5,117,075.97 (4) LT1-F23 $ 4,501,380.99 (3) LT1-V23 $ 4,501,380.99 (4) LT1-F24 $ 4,387,241.82 (3) LT1-V24 $ 4,387,241.82 (4) LT1-F25 $ 4,240,619.41 (3) LT1-V25 $ 4,240,619.41 (4) LT1-F26 $ 4,156,369.92 (3) LT1-V26 $ 4,156,369.92 (4) LT1-F27 $ 4,030,132.48 (3) LT1-V27 $ 4,030,132.48 (4) LT1-F28 $ 4,777,524.21 (3) LT1-V28 $ 4,777,524.21 (4) LT1-F29 $ 5,068,330.36 (3) LT1-V29 $ 5,068,330.36 (4) LT1-F30 $ 5,062,104.32 (3) LT1-V30 $ 5,062,104.32 (4) LT1-F31 $ 3,559,434.68 (3) LT1-V31 $ 3,559,434.68 (4) LT1-F32 $ 4,104,339.17 (3) LT1-V32 $ 4,104,339.17 (4) LT1-F33 $ 3,899,611.16 (3) LT1-V33 $ 3,899,611.16 (4) LT1-F34 $ 4,532,249.11 (3) LT1-V34 $ 4,532,249.11 (4) LT1-F35 $ 3,029,236.62 (3) LT1-V35 $ 3,029,236.62 (4) LT1-F36 $ 2,877,585.90 (3) LT1-V36 $ 2,877,585.90 (4) LT1-F37 $ 1,802,385.18 (3) LT1-V37 $ 1,802,385.18 (4) LT1-F38 $ 2,665,105.24 (3) LT1-V38 $ 2,665,105.24 (4) LT1-F39 $ 2,614,066.92 (3) LT1-V39 $ 2,614,066.92 (4) LT1-F40 $ 2,554,422.76 (3) LT1-V40 $ 2,554,422.76 (4) LT1-F41 $ 2,479,467.99 (3) LT1-V41 $ 2,479,467.99 (4) LT1-F42 $ 2,406,711.76 (3) LT1-V42 $ 2,406,711.76 (4) LT1-F43 $ 2,336,089.58 (3) LT1-V43 $ 2,336,089.58 (4) LT1-F44 $ 2,267,538.92 (3) LT1-V44 $ 2,267,538.92 (4) LT1-F45 $ 2,220,879.43 (3) LT1-V45 $ 2,220,879.43 (4) LT1-F46 $ 2,152,306.93 (3) LT1-V46 $ 2,152,306.93 (4) LT1-F47 $ 2,072,669.55 (3) LT1-V47 $ 2,072,669.55 (4) LT1-F48 $ 2,086,911.91 (3) LT1-V48 $ 2,086,911.91 (4) LT1-F49 $ 2,055,923.79 (3) LT1-V49 $ 2,055,923.79 (4) LT1-F50 $ 2,009,697.64 (3) LT1-V50 $ 2,009,697.64 (4) LT1-F51 $ 2,082,180.49 (3) LT1-V51 $ 2,082,180.49 (4) LT1-F52 $ 3,150,527.12 (3) LT1-V52 $ 3,150,527.12 (4) LT1-F53 $ 4,318,974.64 (3) LT1-V53 $ 4,318,974.64 (4) LT1-F54 $ 3,928,556.80 (3) LT1-V54 $ 3,928,556.80 (4) LT1-F55 $ 4,430,347.47 (3) LT1-V55 $ 4,430,347.47 (4) LT1-F56 $ 7,977,371.83 (3) LT1-V56 $ 7,977,371.83 (4) LT1-F57 $ 12,918,085.11 (3) LT1-V57 $ 12,918,085.11 (4) LT1-F58 $ 8,639,565.59 (3) LT1-V58 $ 8,639,565.59 (4) LT1-F59 $ 1,176,737.27 (3) LT1-V59 $ 1,176,737.27 (4) LT1-F60 $ 483,698.91 (3) LT1-V60 $ 483,698.91 (4) LT1-F61 $ 389,529.42 (3) LT1-V61 $ 389,529.42 (4) LT1-F62 $ 378,094.48 (3) LT1-V62 $ 378,094.48 (4) LT1-F63 $ 366,995.07 (3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor's transfer to the Trust Fund Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller Sponsor in the Mortgage Loan Sale Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS the NIMs Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Securities Administrator shall be made elect that the Trust Fund (exclusive be treated for federal income tax purposes as consisting of (i) the Swap Agreementthree real estate mortgage investment conduits, (ii) the Swap Accountright to receive payments distributable to the Class P Certificates, (iii) the right to receive Corridor Contract and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk ShortfallsCorridor Contract Account, (iv) the Basis Risk Reserve Fund, grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, which in turn will hold the Swap Agreement. The SWAP REMIC will consist of all of the assets constituting the Trust Fund (vi) other than the Interest Rate Cap Agreementassets described in clauses (ii), (viiiii), (iv) the Interest Rate Cap Account and (viiiv) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificateabove, other than the SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the SWAP REMIC) and the Class R SWR Interest as the single "residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LT-R Certificates, represents ownership LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of a the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interest interests" in the Upper Tier REMIC for purposes of REMIC) and the REMIC Provisions. In addition, each Certificate, other than Residual Interest as the Class R, Class LT-R, Class X and Class P Certificates, represents (i) single "residual interest" in the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1Upper Tier REMIC. The Class R Certificate represents will represent beneficial ownership of the sole Class of residual interest in each of REMIC 2SWR Interest, 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, LTR 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, 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. 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

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of the Additional Collateral (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1,” “REMIC 2,” “REMIC 3,Lower-Tier REMIC” and “REMIC 4” (REMIC 4 also being referred to as the “Upper 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 elections. Each Certificateof the Certificates set forth below, other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, and the Class R and Class LTA-R CertificatesCertificate, represents shall represent 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 LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Lower-Tier Interests in the Lower-Tier REMIC 3, (other than the Class LT3LT-A-R interest, and each such Lower Interest). The 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, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the all property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the (except for any related Excluded Trust AssetsProperty). The startup day for each REMIC created hereby for purposes uncertificated Class LT-A-R Interest represents ownership of the REMIC Provisions is sole class of residual interest in the Closing DateLower-Tier REMIC. In addition, for purposes of the REMIC Provisions, the The latest possible maturity date for each of all REMIC regular interest interests created in each REMIC created hereby is this Agreement shall be the Latest Possible Maturity Date.. The Lower-Tier REMIC The Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee Issuer hereunder for inclusion in the Trust FundEstate. On the Closing Date, the Depositor will acquire the Certificates Notes and the Ownership Certificate from the Trust FundIssuer, as consideration for its transfer to the Trust Fund Issuer of the Mortgage Loans and the other property constituting the Trust FundEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuer of the Mortgage Loans and the other property constituting the Trust FundEstate. Pursuant to the Indenture, the Issuer will pledge the Mortgage Loans and the other property constituting the Trust Estate to the Indenture Trustee as security for the Notes. All covenants and agreements made by the Seller and AMC in the Mortgage Loan Sale Agreement and by the Depositor, the Master Seller, the Servicer, [the Securities Administrator Credit Risk Manager] and the Indenture Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund Estate are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS InsurerNotes. The Issuer, the Swap Counterparty and the Cap Counterparty. The Depositor, the TrusteeSeller, the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicer, the Indenture Trustee, and [the Credit Risk Manager Manager] are entering into this Agreement, and the Trustee Issuer is accepting the Trust Fund Estate created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund The following table sets forth (exclusive of (ior describes) the Swap AgreementClass designation, (ii) Note Interest Rate, initial Class Principal Amount and minimum denomination for each Class of Notes issued pursuant to the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Indenture. Class Designation Note Interest Rate Cap Agreement, Initial Class Principal Amount Minimum Denomination Class [ ] (vii1) the Interest Rate Cap Account and $ [ ] $ [ ] Class [ ] (viii2) the obligation to pay $ [ ] $ [ ] Class I Shortfalls [ ] (collectively, the “Excluded Trust Assets”)3) 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 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 elections. Each Certificate, other than the $ [ ] $ [ ] Class R and [N1] [ ]% $ [ ] $ [ ] Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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.[N2] [ ]% $ [ ] $ [ ] ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee, at the direction of the Securities Administrator, shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”respectively)). 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 elections. Each Certificate, other than the Class R Certificate and the Class LT-R CertificatesCertificate, represents ownership of is hereby designated as a regular interest in the Upper Upper-Tier REMIC for purposes REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I ShortfallsTier REMIC. The Class LT-R Certificate represents evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of residual interest in REMIC 1the Lower-Tier REMIC. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Upper-Tier REMIC shall hold as its assets the uncertificated Lower Lower-Tier Interests in REMIC 3, other than the Class LT3LT-R interestInterest. The Lower-Tier REMIC Interests The following table sets forth (or describes) the Class designation, interest rate, and initial Class Principal Amount for each such Lower Class of Lower-Tier Interests: Lower-Tier REMIC Interest is hereby designated as a regular interest in REMIC 3 for purposes Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC Certificate(s) LT-A1 (1) (2) X-0, other than the Class LT2X-XX XX-X0 (1) (2) X-0, X-XX XX-X0 (1) (2) X-0, X-XX XX-X0 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R 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, 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. 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.(3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired Pursuant to the Mortgage Loans from Base Trust Agreement, dated as of [_________], 20[__] (the Seller“Base Trust Agreement” and, and at as supplemented pursuant to this Series Supplement, the Closing Date is “Agreement”), between the owner of the Mortgage Loans Trustor and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing DateTrustee, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans such parties may at any time and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time enter into a series supplement supplemental to the Base Trust Agreement for the purpose of creating a trust. Section 5.13 of the Certificates andBase Trust Agreement provides that the Trustor may at any time and from time to time direct the Trustee to authenticate and deliver, on behalf of any such trust, a new Series of trust certificates. Each trust certificate of such new Series of trust certificates will represent a fractional undivided beneficial interest in such trust subject to the extent provided herein, any NIMS Insurerterms hereof. Certain terms and conditions applicable to each such Series are to be set forth in the related series supplement to the Base Trust Agreement. Pursuant to this Series Supplement, the Swap Counterparty Trustor and the Cap Counterparty. The DepositorTrustee shall create and establish a new trust to be known as [_____] Trust [______] For [____________] Debentures, the Trusteeand a new Series of trust certificates to be issued thereby, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreementwhich certificates shall be known as [Callable] Trust Certificates, and the Trustor and the Trustee is accepting the shall herein specify certain terms and conditions in respect thereof. [Callable] Trust Fund created hereby, for good and valuable considerationCertificates shall be Fixed Rate Certificates issued in [two] Classes, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that certificates (the Trust Fund (exclusive of (i“Certificates”) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls[I/O Certificates (the “I/O Certificates”] and, (iv) together with the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectivelyCertificates, the “Excluded [Name of Certificates]”) [The Trust Assets”)) 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments is issuing call options with respect to any Basis Risk Shortfalls $[________] principal amount of Underlying Securities (the “Call Warrants”).] On behalf of and Unpaid Basis Risk Shortfalls and (ii) pursuant to the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership authorizing resolutions of the sole Class Board of residual interest in REMIC 1. The Class R Certificate represents ownership Directors of the sole Class Trustor, an authorized officer of residual interest in each the Trustor has authorized the execution, authentication and delivery of REMIC 2, REMIC 3the Certificates, and has authorized the Upper Tier REMIC for purposes Base Trust Agreement and this Series Supplement in accordance with the terms of Section 5.13 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, 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 Base 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 DateAgreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) ), the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (and “REMIC 4 also being referred to as the “Upper Tier REMIC”)). 5.” 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 elections. Each Certificate, other than the Class R and R, Class LT-R and Class X Certificates, represents ownership of a regular interest in the Upper Tier REMIC 5 for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, REMIC 4 and REMIC 5. REMIC 5 shall hold as assets the Upper uncertificated Lower Tier Interests in REMIC for purposes of 4, other than the Class LT4-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC Provisions4. The Upper Tier REMIC 4 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 Provisions3. 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, 1 and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 3 5 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. REMIC 1: REMIC 1 shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate, which shall represent the sole class of residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Asset-Backed Notes, Series 2004-4 (the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund“Notes”), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyNotes. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that All things necessary to make this Indenture a valid agreement of the Trust Fund (exclusive in accordance with its terms have been done. Granting Clause Subject to the terms of this Indenture, the Trust hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Noteholders, all of the Trust’s right, title and interest in and to: (i) the Swap Agreement, Trust Estate; (ii) all right, title and interest of the Swap Account, Trust in the Sale and Servicing Agreement with respect to the Mortgage Loans (including the Trust’s right to cause the Sponsor to repurchase Mortgage Loans from the Trust under certain circumstances described therein); (iii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the right foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to receive payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, proceeds of any of the foregoing; (iv) all funds on deposit from time to time in (a) the Basis Risk Reserve Fund, Collection Account and (b) the Payment Account; (v) the Supplemental Interest Trust, Swap Agreement; (vi) all other property of the Interest Rate Cap Agreement, Trust from time to time; and (vii) any and all proceeds of the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls foregoing (collectively, the “Excluded Trust AssetsCollateral”)) be treated for federal income tax purposes . The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as comprising four real estate mortgage investment conduits under Section 860D provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Code (each a “REMIC” orholders of the Notes, acknowledges the foregoing Grant, accepts the trusts hereunder in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” good faith and “REMIC 4” (REMIC 4 also being referred without notice of any adverse claim or liens and agrees to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities perform its duties required in this Agreement or in Indenture as specifically set forth herein to the administration of this Agreement shall be resolved in a manner end that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes interests of the REMIC Provisions. In addition, each Certificate, other than holders of the Class R, Class LT-R, Class X related Notes may be adequately and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfallseffectively protected. The Class LT-R Certificate represents ownership Indenture Trustee agrees and acknowledges that each item of Collateral that is physically delivered to the sole Class of residual interest Indenture Trustee will be held by the Indenture Trustee in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of 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, 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. 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 DateCalifornia.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap AccountTrust, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk ShortfallsSwap Account, (iv) the any payments with respect to Basis Risk Reserve Fundor Net WAC Shortfall Carryover Amounts, and (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation payments with respect to pay Class I Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, “Lower-Tier REMIC 1,” “Middle-Tier REMIC 2,” “REMIC 31,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier Upper-Tier” or “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 elections. Each Certificate, other than the Class R and Class LTA-R CertificatesCertificate, represents shall 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 LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Middle-Tier REMIC1 Interests in the Middle-Tier REMIC 3, 1 (other than the Class LT31-MT-R interestInterest), the Class P Reserve Fund, and each such Lower the Class A-R Reserve Fund. Each Middle-Tier REMIC 1 Interest (other than the Class MT1-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 3 for purposes of the 1 (each, a “Middle-Tier REMIC Provisions1 Interest”). Middle-Tier REMIC 3 1 shall hold as its assets the several classes of uncertificated Lower Lower-Tier REMIC Interests in Lower-Tier REMIC 2, 1 (other than the Class LT21-LT-R interest, and each such Lower Interest.) Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund (other than any Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class 1-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 21 (each, a “Lower-Tier REMIC 1 Regular Interest”). The latest possible maturity date of all REMIC 2 regular interests created in this Agreement shall hold as its assets be the uncertificated Lower Latest Possible Maturity Date. Lower-Tier Interests REMIC 1: The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1, and each such Lower Tier Interest of which (other than the 1-LT-R interest) is hereby designated as a regular interest in REMIC 1. Lower-Tier REMIC 1 shall hold as its assets (the property of the Trust Fund other than the Lower “Lower-Tier Interests in REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-A (5) (1, REMIC ) LT1-F1 $ 2,851,750.34 (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.) LT1-V1 $ 2,851,750.34 (3) LT1-F2 $ 3,079,559.78 (2) LT1-V2 $ 3,079,559.78 (3) LT1-F3 $ 3,298,151.39 (2) LT1-V3 $ 3,298,151.39 (3) LT1-F4 $ 3,508,190.47 (2) LT1-V4 $ 3,508,190.47 (3) LT1-F5 $ 3,707,154.81 (2) LT1-V5 $ 3,707,154.81 (3) LT1-F6 $ 3,892,871.24 (2) LT1-V6 $ 3,892,871.24 (3) LT1-F7 $ 4,058,172.96 (2) LT1-V7 $ 4,058,172.96 (3) LT1-F8 $ 4,210,491.83 (2) LT1-V8 $ 4,210,491.83 (3) LT1-F9 $ 4,284,738.19 (2) LT1-V9 $ 4,284,738.19 (3) LT1-F10 $ 4,318,029.35 (2) LT1-V10 $ 4,318,029.35 (3) LT1-F11 $ 4,288,751.06 (2) LT1-V11 $ 4,288,751.06 (3) LT1-F12 $ 4,186,129.16 (2) LT1-V12 $ 4,186,129.16 (3) LT1-F13 $ 4,085,084.54 (2) LT1-V13 $ 4,085,084.54 (3) LT1-F14 $ 3,986,467.32 (2) LT1-V14 $ 3,986,467.32 (3) LT1-F15 $ 3,890,219.40 (2) LT1-V15 $ 3,890,219.40 (3) LT1-F16 $ 3,796,284.05 (2) LT1-V16 $ 3,796,284.05 (3) LT1-F17 $ 3,704,605.93 (2) LT1-V17 $ 3,704,605.93 (3) LT1-F18 $ 3,615,130.95 (2) LT1-V18 $ 3,615,130.95 (3) LT1-F19 $ 3,527,806.40 (2) LT1-V19 $ 3,527,806.40 (3) LT1-F20 $ 3,442,580.74 (2) LT1-V20 $ 3,442,580.74 (3) LT1-F21 $ 3,359,403.75 (2) LT1-V21 $ 3,359,403.75 (3) LT1-F22 $ 3,278,226.33 (2) LT1-V22 $ 3,278,226.33 (3) LT1-F23 $ 5,100,882.10 (2) LT1-V23 $ 5,100,882.10 (3) LT1-F24 $ 5,088,376.51 (2) LT1-V24 $ 5,088,376.51 (3) LT1-F25 $ 4,965,373.38 (2) LT1-V25 $ 4,965,373.38 (3) LT1-F26 $ 4,845,328.34 (2) LT1-V26 $ 4,845,328.34 (3) LT1-F27 $ 4,728,170.52 (2) LT1-V27 $ 4,728,170.52 (3) LT1-F28 $ 4,613,830.76 (2) LT1-V28 $ 4,613,830.76 (3) LT1-F29 $ 4,502,241.50 (2) LT1-V29 $ 4,502,241.50 (3) LT1-F30 $ 4,393,336.87 (2) LT1-V30 $ 4,393,336.87 (3) LT1-F31 $ 4,287,052.52 (2) LT1-V31 $ 4,287,052.52 (3) LT1-F32 $ 3,345,448.76 (2) LT1-V32 $ 3,345,448.76 (3) LT1-F33 $ 1,843,270.23 (2) LT1-V33 $ 1,843,270.23 (3) LT1-F34 $ 1,798,659.64 (2) LT1-V34 $ 1,798,659.64 (3) LT1-F35 $ 1,755,122.80 (2) LT1-V35 $ 1,755,122.80 (3) LT1-F36 $ 1,712,633.99 (2) LT1-V36 $ 1,712,633.99 (3) LT1-F37 $ 300,078.34 (2) LT1-V37 $ 300,078.34 (3) LT1-F38 $ 1,191,629.78 (2) LT1-V38 $ 1,191,629.78 (3) LT1-F39 $ 1,159,283.27 (2) LT1-V39 $ 1,159,283.27 (3) LT1-F40 $ 1,127,753.16 (2) LT1-V40 $ 1,127,753.16 (3) LT1-F41 $ 1,097,019.47 (2) LT1-V41 $ 1,097,019.47 (3) LT1-F42 $ 1,067,062.71 (2) LT1-V42 $ 1,067,062.71 (3) LT1-F43 $ 1,037,863.84 (2) LT1-V43 $ 1,037,863.84 (3) LT1-F44 $ 1,009,404.30 (2) LT1-V44 $ 1,009,404.30 (3) LT1-F45 $ 981,665.98 (2) LT1-V45 $ 981,665.98 (3) LT1-F46 $ 954,631.18 (2) LT1-V46 $ 954,631.18 (3) LT1-F47 $ 928,282.67 (2) LT1-V47 $ 928,282.67 (3) LT1-F48 $ 704,297.50 (2) LT1-V48 $ 704,297.50 (3) 1-LT-R (4) (4) ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of the Additional Collateral (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four [ ] real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, “[ ] REMIC 1,” “REMIC 2,” “REMIC 3,[ ]” and “[ ] REMIC 4” (REMIC 4 also being referred to 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 elections. Each CertificateCertificate related to the Aggregate Pool, other than the Class R and Class LT-R Certificates[ ] Certificate, represents shall represent ownership of a regular interest in the Upper Tier [ ] REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC [ ] for purposes of the REMIC Provisions. The Upper Tier Class [ ] Certificate represents ownership of the sole class of residual interest in the [ ] REMIC. The [ ] REMIC shall hold as its assets the several classes of uncertificated Lower 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 [ ] Interest). [ ] 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, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the all property of the Trust Fund other than relating to [ ] Interest the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Aggregate Pool (except for any related Excluded Trust AssetsProperty). The startup day for each REMIC created hereby for purposes uncertificated Class Interest represents ownership of the sole class of residual interest in [ ] REMIC Provisions is the Closing Date[ ]. In addition, for purposes of the REMIC Provisions, the The latest possible maturity date for each of all REMIC regular interest interests created in each REMIC created hereby is this Agreement shall be the Latest Possible Maturity Date.. The [ ] REMIC [ ] The [ ] REMIC [ ] Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC [ ] Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (1) (2) [ ] [ ] (3) (3) [ ]

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Lxxxxx Brothers Holdings Inc. (the “Seller”), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, Insurer and the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, Trustee and the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of other than (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (vii) the Supplemental Interest Trustrights to receive Prepayment Premiums distributable to the Class AP Certificates and the Class AP Reserve Fund, (viiii) the X Component Account, (iv) the Interest Rate Cap Agreement, (vii) Agreement and the Interest Rate Cap Account Account, (v) the Swap Agreement and the Supplemental Interest Trust and (viiivi) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)Lower Tier Interests) 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 1SWAP REMIC,” “REMIC 2,” “REMIC 3,I-1” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMICI-2”)). 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 elections. Each Certificate, other than LIBOR Certificate and the Class R and Class LT-R Certificates, X Certificate represents ownership of a one or more regular interest interests in the Upper Tier REMIC I-2 for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, LIBOR Certificate represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls Excess Interest and (ii) the obligation to pay make payments in respect of Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2the SWAP REMIC, REMIC 3, I-1 and the Upper Tier REMIC I-2 for purposes of the REMIC Provisions. The Upper Tier REMIC I-2 shall hold as its assets the several Classes of uncertificated Lower Tier REMIC I-1 Regular Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier REMIC I-1 Regular Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC ProvisionsI-1. REMIC 3 I-1 shall hold as its assets the several Classes of uncertificated Lower Tier SWAP REMIC Regular Interests in REMIC 2, other than the Class LT2-R interest, and each such Lower Tier SWAP REMIC Regular Interest is hereby designated as a regular interest in the SWAP REMIC. The SWAP 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 (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement and the Interest Rate Cap Account, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Premiums distributable to the Class AP Certificates and the Class AP Reserve Fund, (vi) the X Component Account and (vii) the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust AssetsInterests. The startup day SWAP REMIC The following table sets forth (or describes) the Class designations, interest rate and initial principal amount for each Class of SWAP 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.Interests: Class Designation Initial Principal Balance Interest Rate SW-Z $ 13,416,279.630 (1 ) SW2A $ 6,526,041.940 (2 ) SW2B $ 6,526,041.940 (3 ) SW3A $ 6,348,937.795 (2 ) SW3B $ 6,348,937.795 (3 ) SW4A $ 6,176,689.155 (2 ) SW4B $ 6,176,689.155 (3 ) SW5A $ 6,009,161.640 (2 ) SW5B $ 6,009,161.640 (3 ) SW6A $ 5,846,224.620 (2 ) SW6B $ 5,846,224.620 (3 ) SW7A $ 5,687,751.125 (2 ) SW7B $ 5,687,751.125 (3 ) SW8A $ 5,533,617.715 (2 ) SW8B $ 5,533,617.715 (3 ) SW9A $ 5,383,704.410 (2 ) SW9B $ 5,383,704.410 (3 ) SW10A $ 5,237,894.540 (2 ) SW10B $ 5,237,894.540 (3 ) SW11A $ 5,096,074.725 (2 ) SW11B $ 5,096,074.725 (3 ) SW12A $ 4,958,134.730 (2 ) SW12B $ 4,958,134.730 (3 ) SW13A $ 4,823,967.390 (2 ) SW13B $ 4,823,967.390 (3 ) SW14A $ 4,693,468.530 (2 ) SW14B $ 4,693,468.530 (3 ) SW15A $ 4,566,536.875 (2 ) SW15B $ 4,566,536.875 (3 ) SW16A $ 4,443,073.965 (2 ) SW16B $ 4,443,073.965 (3 ) SW17A $ 4,322,984.100 (2 ) SW17B $ 4,322,984.100 (3 ) SW18A $ 4,206,174.220 (2 ) SW18B $ 4,206,174.220 (3 ) SW19A $ 4,092,553.865 (2 ) SW19B $ 4,092,553.865 (3 ) SW20A $ 3,982,035.105 (2 ) Class Designation Initial Principal Balance Interest Rate SW20B $ 3,982,035.105 (3 ) SW21A $ 3,874,532.425 (2 ) SW21B $ 3,874,532.425 (3 ) SW22A $ 3,769,962.730 (2 ) SW22B $ 3,769,962.730 (3 ) SW23A $ 3,668,245.190 (2 ) SW23B $ 3,668,245.190 (3 ) SW24A $ 3,569,301.265 (2 ) SW24B $ 3,569,301.265 (3 ) SW25A $ 3,473,054.555 (2 ) SW25B $ 3,473,054.555 (3 ) SW26A $ 3,379,430.825 (2 ) SW26B $ 3,379,430.825 (3 ) SW27A $ 3,288,357.870 (2 ) SW27B $ 3,288,357.870 (3 ) SW28A $ 3,199,765.510 (2 ) SW28B $ 3,199,765.510 (3 ) SW29A $ 3,113,585.505 (2 ) SW29B $ 3,113,585.505 (3 ) SW30A $ 3,029,751.500 (2 ) SW30B $ 3,029,751.500 (3 ) SW31A $ 2,948,445.575 (2 ) SW31B $ 2,948,445.575 (3 ) SW32A $ 2,869,098.905 (2 ) SW32B $ 2,869,098.905 (3 ) SW33A $ 2,792,481.855 (2 ) SW33B $ 2,792,481.855 (3 ) SW34A $ 2,718,733.705 (2 ) SW34B $ 2,718,733.705 (3 ) SW35A $ 44,614,303.385 (2 ) SW35B $ 44,614,303.385 (3 ) SW36A $ 1,457,557.430 (2 ) SW36B $ 1,457,557.430 (3 ) SW37A $ 1,418,394.605 (2 ) SW37B $ 1,418,394.605 (3 ) SW38A $ 1,380,295.330 (2 ) SW38B $ 1,380,295.330 (3 ) SW39A $ 1,343,230.445 (2 ) SW39B $ 1,343,230.445 (3 ) SW40A $ 1,307,171.570 (2 ) SW40B $ 1,307,171.570 (3 ) SW41A $ 1,272,091.125 (2 ) SW41B $ 1,272,091.125 (3 ) SW42A $ 1,237,962.300 (2 ) SW42B $ 1,237,962.300 (3 ) SW43A $ 1,204,759.005 (2 ) Class Designation Initial Principal Balance Interest Rate SW43B $ 1,204,759.005 (3 ) SW44A $ 1,172,455.900 (2 ) SW44B $ 1,172,455.900 (3 ) SW45A $ 1,141,028.320 (2 ) SW45B $ 1,141,028.320 (3 ) SW46A $ 1,110,452.295 (2 ) SW46B $ 1,110,452.295 (3 ) SW47A $ 1,080,704.520 (2 ) SW47B $ 1,080,704.520 (3 ) SW48A $ 1,052,194.205 (2 ) SW48B $ 1,052,194.205 (3 ) SW49A $ 1,024,422.065 (2 ) SW49B $ 1,024,422.065 (3 ) SW50A $ 1,000,035.890 (2 ) SW50B $ 1,000,035.890 (3 ) SW51A $ 1,037,724.965 (2 ) SW51B $ 1,037,724.965 (3 ) SW52A $ 35,613,579.575 (2 ) SW52B $ 35,613,579.575 (3 ) SW-R (4 ) (4 )

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the SellerSellers, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the each Seller in the related Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (vii) the Supplemental Interest TrustBasis Risk Cap, (viiii) the Interest Rate Class X Cap Agreement, and (viiiv) the Interest Rate Cap Account and (viii) the obligation right to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)receive Prepayment Premiums) 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,” and “REMIC 4” (and “REMIC 4 5”; REMIC 5 also being referred to 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 elections. Each Certificate, other than the Class X Certificate, Class R Certificate and Class LT-R CertificatesP Certificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 11 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class LTA-RIO, Class X A-SIO, Class X, and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) from the obligation Basis Risk Reserve Fund pursuant to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1Section 5.06. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 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 34, other than the Class LT3LT4-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 4 for purposes of the REMIC Provisions. REMIC 4 shall hold as its assets the several classes of 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. REMIC 3 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interestInterest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the 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, and REMIC 3 and REMIC 4, the Excluded Trust AssetsBasis Risk Reserve Fund, the right to receive Prepayment Premiums, the Basis Risk Cap and the Class X Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.. REMIC 1 The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of REMIC 1 Lower Tier Interests. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount Class LT1-1A-IO(1) (1) $ 52,583,508.00 Class LT1-2A-IO(1) (1) $ 52,583,509.00 Class LT1-3A-IO(1) (1) $ 78,875,262.00 Class LT1-4A-IO(1) (1) $105,167,017.00 Class LT1-Pool 1 (1) $587,101,864.53 Class LT1-1A-IO(2) (2) $ 23,538,414.00 Class LT1-2A-IO(2) (2) $ 23,538,414.00 Class LT1-3A-IO(2) (2) $ 35,307,622.00 Class LT1-4A-IO(2) (2) $ 47,076,828.00 Class LT1-Pool 2 (2) $262,845,627.88 Class LT1-R (3) (3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc. and Xxxxxx Brothers Bank, FSB (each, a “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Class E and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)P Certificates) 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,” “I, REMIC 2,” “II, REMIC 3,” III and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”IV, respectively)). 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 elections. Each Certificate, other than the a Class E, a Class P or Class R and Class LT-R CertificatesCertificate, represents ownership of a one or more regular interest interests in the Upper Tier REMIC IV for purposes of the REMIC Provisions. In addition, each Certificate, other than the The Class R, Class LT-R, Class X P and Class P Certificates, represents (i) E Certificates will represent interests in the right to receive payments with respect to Trust Fund but are not interests in any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1created hereunder. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2I, REMIC 3II, REMIC III and the Upper Tier REMIC IV for purposes of the REMIC Provisions. The Upper Tier REMIC I REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in any REMIC formed hereby, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC II shall hold as assets the several classes of uncertificated Lower Tier Interests in REMIC 3I Interests, other than the Class LT3-R interestR-1 Interest, and each set out below. Each such Lower Tier Interest REMIC I Interest, other than the Class R-1 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 I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: REMIC I Class Designation Interest Rate Initial Class Principal Amount LT1-Pool 1 6.50% $119,824,693.25 LT1-AX (1) (1) LT1-PAX (2) (2) LT1-AP 0.00% $ 300,305.00 LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC Pool 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 8.50% $105,701,686.23 LT2-AX(2) (3) (3) LT2-PAX(2) (4) (4) LT2-AP(2) 0.00% $ 1,443,237.00 LT3-Pool 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.8.50% $ 67,673,065.31 LT3-AX(3) (5) (5) LT3-PAX(3) (6) (6) LT3-AP(3) 0.00% $ 727,597.00 R-1 (7) (7) __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Seller issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the Mortgage Loan Sale Agreement and by aggregate the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterpartyentire beneficial interest in REMIC II. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each CertificateThe Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 19, 2003, and a Prospectus Supplement, dated March 24, 2003, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, Residual Interests and the Upper Tier Certificates: REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier I 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, 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. The startup day Designation for each REMIC created hereby for purposes I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class A-1-L Regular 5 .000% $69,700,000 .00 May 2018 Class A-2-L Regular 5 .000% 78,500,679 .00 May 2018 Class A-3-L Regular 5 .000% 20,932,000 .00 May 2018 Class A-4-L Regular 5 .000% 21,000,000 .00 May 2018 Class A-5-L Regular 5 .000% 92,900,390 .00 May 2018 Class A-6-L Regular 3 .150% 18,297,296 .00 May 2018 Class A-7-L Regular 9 .250% 7,964,704 .00 May 2018 Class A-9-L Regular 5 .000% 35,488,000 .00 May 2018 Class A-10-L Regular 5 .000%(2) 3,250,000 .00 May 2018 Class X-L Regular (3) ------ May 2018 Class P-L Regular (4) 705,917 .77 May 2018 Class B-1-L Regular 5 .000% 2,648,652 .00 May 2018 Class B-2-L Regular 5 .000% 706,307 .00 May 2018 Class B-3-L Regular 5 .000% 176,577 .00 May 2018 Class B-4-L Regular 5 .000% 353,154 .00 May 2018 Class B-5-L Regular 5 .000% 176,577 .00 May 2018 Class B-6-L Regular 5 .000% 353,152 .45 May 2018 Class R-1+ Residual 5 .000% 100 .00 May 2018 * The Distribution Date in the REMIC Provisions specified month, which is the Closing Datemonth following the month the latest maturing Mortgage Loan matures. In additionFor federal income tax purposes, for purposes each Class of the REMIC ProvisionsI Regular and Residual Interests, the “latest possible maturity date for each regular interest in each REMIC created hereby is date” shall be the Latest Possible Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, Insurer and the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iviii) the Basis Risk Reserve Fund, (viv) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account Trust and (viiiv) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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 Depositor has acquired the Mortgage Loans from the Seller, and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Seller issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interests) representing in the Mortgage Loan Sale Agreement and by aggregate the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterpartyentire beneficial interest in REMIC II. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each CertificateThe Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated January 28, 2003, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 30, 2003. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, Residual Interests and the Upper Tier Certificates: REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier I 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, 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. The startup day Designation for each REMIC created hereby for purposes I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- -------- ------------ --------------- -------------------- Class Y-1 Regular Variable (2) $ 98,008.76 February 2033 Class Y-2 Regular Variable (3) 264,367.85 February 2033 Class Y-3 Regular Variable (4) 9,407.65 February 2033 Class Y-4 Regular Variable (5) 34,096.06 February 2033 Class Y-5 Regular Variable (6) 94,260.94 February 2033 Class Z-1 Regular Variable (2) 195,919,507.36 February 2033 Class Z-2 Regular Variable (3) 528,472,388.79 February 2033 Class Z-3 Regular Variable (4) 18,805,897.30 February 2033 Class Z-4 Regular Variable (5) 68,158,032.11 February 2033 Class Z-5 Regular Variable (6) 188,428,006.26 February 2033 Class R-1+ Residual 5.151% 100.00 February 2033 * The Distribution Date in the REMIC Provisions specified month, which is the Closing Datemonth following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. In additionFor federal income tax purposes, for purposes each Class of the REMIC ProvisionsI Regular and Residual Interests, the "latest possible maturity date for each regular interest in each REMIC created hereby is date" shall be the Latest Possible Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Class E and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)P Certificates) 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,” “I, REMIC 2,” “II, and REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”III, respectively)). 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 elections. Each Certificate, other than the Class E, Class P or Class R and Class LT-R CertificatesCertificate, represents ownership of a one or more regular interest interests in the Upper Tier REMIC III for purposes of the REMIC Provisions. In addition, each Certificate, other than the The Class R, Class LT-R, Class X P and Class P Certificates, represents (i) E Certificates will represent interests in the right to receive payments with respect to Trust Fund but are not interests in any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1created hereunder. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2I, REMIC 3II, and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I REMIC I shall hold as its assets all property of the uncertificated Lower Tier Trust Fund other than the Interests in REMIC 3I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class LT3-R interestR-1 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 I. The following table specifies the Class LT2-R interestdesignation, interest rate, 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. The startup day principal amount for each Class of 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.I Interests:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxxxxx Mortgage Home Loans, Inc. (the “Seller”), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is and the Delaware Trustee are accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 “alternative, REMIC 1,” “I and REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”II, respectively)). 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 elections. Each Certificate, other than the Class R and Class LT-R CertificatesCertificate, represents ownership of a regular interest interests in the Upper Tier REMIC II for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2, I and REMIC 3, and the Upper Tier REMIC II for purposes of the REMIC Provisions. The Upper Tier REMIC I REMIC I shall hold as its assets all property of the Trust Fund other than the interests in any REMIC formed hereby. REMIC II shall hold as assets the several classes of uncertificated Lower Tier Interests in REMIC 3I Interests, other than the Class LT3-R interestR-1 Interest, and each set out below. Each such Lower Tier Interest REMIC I Interest, other than the Class R-1 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 I. The following table specifies the Class LT2-R interestdesignation, interest rate, 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. The startup day initial Class Principal Amount for each Class of REMIC created hereby for purposes of the I Interests: 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.I Initial Class Class Principal Designation Interest Rate Amount Related Mortgage Pool Class LT-Pool-1 (1) $ 212,773,503.28 Pool 1 Class LT-GSA-1 (1) $ 60,661.65 Pool 1 Class LT-Pool-2 (2) $ 118,621,700.19 Pool 2 Class LT-GSA-2 (2) $ 33,825.25 Pool 2 Class LT-Pool-3 (3) $ 330,584,091.31 Pool 3 Class LT-GSA-3 (3) $ 94,243.35 Pool 3 Class LT-Pool-4 (4) $ 99,776,812.78 Pool 4 Class LT-GSA-4 (4) $ 28,442.55 Pool 4 Class R-1 (5) N/A N/A __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)P Certificates) 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 “alternative, REMIC 1,” “I and REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”II, respectively)). 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 elections. Each Certificate, other than the Class P or Class R and Class LT-R CertificatesCertificate, represents ownership of a one or more regular interest interests in the Upper Tier REMIC II for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and The Class P Certificates, represents (i) Certificates represent interests in the right to receive payments with respect to Trust Fund but are not interests in any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1created hereunder. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2, I and REMIC 3, and the Upper Tier REMIC II for purposes of the REMIC Provisions. The Upper Tier REMIC I REMIC I shall hold as its assets all property of the uncertificated Lower Tier Trust Fund other than the Interests in REMIC 3I and the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class LT3-R interestR-1 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 I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: REMIC I Class Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificates LT1-A1 5.75% $ 333,873,000.00 Class 1-A1 LT1-A2 5.75% $ 10,859,000.00 Class 1-A2 LT2-A1 5.40% $ 154,303,000.00 Class 2-A1 LT2-A2 5.40% $ 33,201,000.00 Class 2-A2 LT2-A3 5.40% $ 6,099,000.00 Class 2-A3 LT2-A4 5.40% $ 3,882,000.00 Class 2-A4 LT3-A1 5.50% $ 31,923,000.00 Class 3-A1 LT3-A2 5.50% $ 76,001,933.00 Class 3-A2 LT3-A3 5.50% $ 27,637,067.00 Class 3-A3 LT3-A4 5.50% $ 13,236,000.00 Class 3-A4 LT3-A5 5.50% $ 64,023,000.00 Class 3-A5, Class 3-A6 LT4-A1 5.50% $ 29,405,000.00 Class 4-A1 LT4-A2 5.50% $ 103,437,000.00 Class 4-A2, Class 4-A3 LT4-A4 5.50% $ 22,759,000.00 Class 4-A4 LT4-A5 5.50% $ 8,276,000.00 Class 4-A5 LT4-A6 5.50% $ 5,000.00 Class 4-A6 LT4-A7 5.50% $ 4,000,000.00 Class 4-A7 LT4-A8 5.50% $ 10,000,000.00 Class 4-A8, Class 4-A10 LT4-A9 5.50% $ 18,149,000.00 Class 4-A9 LT5-A1 6.95002609000000% $ 28,937,899.00 Class 5-A1, Class 5-A2, Class 5-A3 LT5-A2 5.53882266307749% $ 164,441,101.00 Class 5-A1, Class 5-A2 LT5-A4 5.75% $ 2,340,000.00 Class 5-A4 LT5-A5 5.75% $ 12,781,000.00 Class 5-A5 LT5-A6 5.75% $ 16,092,324.00 Class 5-A6, Class 5-A10 LT5-A7 5.75% $ 30,189,274.00 Class 5-A7, Class 5-A10 LT5-A8 5.75% $ 81,622,851.00 Class 5-A8, Class 5-A10 LT5-A9 5.75% $ 19,731,551.00 Class 5-A9, Class 5-A10 LT6-A1 5.00% $ 94,576,000.00 Class 6-A1 LT7-A1 (1) $ 42,762,000.00 Class 7-A1 LT8-A1 6.00% $ 199,435,000.00 Class 8-A1 LT-AP 0.00% $ 8,119,206.00 Class AP LT-AX (2) (2) Class AX LT-PAX (3) (3) Class PAX LT1-AR 5.75% $ 100.00 Class 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 LT1-GSA (4) $ 113,187.20 N/A LT1-Pool (4) $ 11,205,533.12 N/A LT2-GSA (5) $ 64,827.24 N/A LT2-Pool (5) $ 6,417,897.11 N/A LT3-GSA (6) $ 69,461.29 N/A LT3-Pool (6) $ 6,876,667.28 N/A LT4-GSA (7) $ 64,145.96 N/A LT4-Pool (7) $ 6,350,450.26 N/A LT5-GSA (8) $ 115,836.65 N/A LT5-Pool (8) $ 11,467,828.81 N/A LT6-GSA (9) $ 30,982.26 N/A LT6-Pool (9) $ 3,067,243.96 N/A LT7-GSA (1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC ) $ 13,908.76 N/A LT7-Pool (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. 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.) $ 1,376,967.57 N/A LT8-GSA (10) $ 64,995.48 N/A LT8-Pool (10) $ 6,434,552.79 N/A R-1 (11) (11) (11) _________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc. and Xxxxxx Brothers Bank, FSB (each, a “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)P Certificates) 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 “alternative, the Lower Tier REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”, respectively)). 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 elections. Each Certificate, other than the a Class P or Class R and Class LT-R CertificatesCertificate, represents 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 LT-R, Class X and The Class P Certificates, represents (i) Certificates will represent interests in the right to receive payments with respect to Trust Fund but are not interests in any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1created hereunder. The Class R Certificate represents ownership of the sole Class class of residual interest in each of the Lower Tier 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 3Interests, other than the Class LT3LT-R interestInterest, and each set out below. Each such Lower Tier Interest Interest, other than the Class LT-R 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, 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, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the all property of the Trust Fund other than the Lower Tier Interests in Interests, the right to Prepayment Penalty Amounts and the Rounding Account. Lower Tier REMIC 1The following table specifies the Class designation, REMIC 2interest rate, and REMIC 3 and the Excluded Trust Assets. The startup day principal amount for each REMIC created hereby for purposes class of the REMIC Provisions is the Closing Date. In additionLower Tier Interests: Lower Tier Class Designation Lower Tier Interest Rate Initial Class Principal Amount Corresponding Class of Certificates or Components LT1-Pool 1 (1) $ 99,863,215.73 (12) LT1-AX (2) (2) AX(1) Component LT1-PAX (3) (3) PAX(1) Component LT2-Pool 2 (1) $ 43,177,307.89 (12) LT2-AX (4) (4) AX(2) Component LT2-IAX (5) (5) IAX(2) Component LT2-PAX (6) (6) PAX(2) Component LT3-A1 (1) $ 58,500,000.00 Class 3-A1 (7) LT3-Pool 3 (1) $ 65,949,359.95 (12) LT3-AX (8) (8) AX(3) Component LT3-IAX (9) (9) IAX(3) Component LT3-PAX (10) (10) PAX(3) Component LT-AP (1) $4,450,226.00 AP(1), 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.AP(2) and AP(3) Components LT-GSA-1 (1) $ 1,997,176.70 (12) LT-GSA-2 (1) $ 863,606.35 (12) LT-GSA-3 (1) $ 2,489,014.63 (12) LT-GSA-X (1) $257,689,859.89 (12) LT-R (11) (11) N/A __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner Each of the Mortgage Loans Issuer and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has Co-Issuer is duly authorized the execution to execute and delivery of deliver this Agreement Indenture to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundNotes issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement Issuer and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Co-Issuer herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS InsurerSecured Parties. The Issuer, the Swap Counterparty Co-Issuer, Xxxxx Fargo Bank, National Association, in its capacity other than as Trustee, and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Advancing Agent are entering into this AgreementIndenture, and the Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As All things necessary to make this Indenture a valid agreement of the Issuer and Co-Issuer in accordance with this Indenture’s terms have been done. GRANTING CLAUSES The Issuer hereby Grants to the Trustee, for the benefit and security of the Secured Parties, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising (other than Excepted Assets), (a) the Collateral Debt Securities listed in the Schedule of Closing Date Collateral Debt Securities which the Issuer purchases on the Closing Date and causes to be delivered to the Trustee (directly or through an agent or bailee) herewith, all payments thereon or with respect thereto and all Collateral Debt Securities which are delivered to the Trustee (directly or through an agent or bailee) after the Closing Date pursuant to the terms hereof (including the Collateral Debt Securities listed, as of the Effective Date, on the Schedule of Closing Date Collateral Debt Securities delivered by the Issuer pursuant to Section 7.17) and all payments thereon or with respect thereto, (b) the rights of the Issuer under each Hedge Agreement, (c) the Payment Account, the Interest Collection Account, the Principal Collection Account, the Asset Hedge Account, the Expense Account, the Unused Proceeds Account, the Delayed Funding Obligations Account, the Custodial Account, each Hedge Collateral Account, each Hedge Termination Account and all Eligible Investments purchased with funds on deposit therein, the Custodial Account and all related security entitlements and all income from the investment of funds in any of the foregoing, (d) the rights of the Issuer under each Collateral Debt Securities Purchase Agreement (including any Collateral Debt Securities Purchase Agreement entered into after the Closing Date), the Collateral Management Agreement, the Asset Servicing Agreement, the CDO Servicing Agreement and any other primary or special servicing agreement, (e) all Cash or Money delivered to the Trustee (or its bailee) in respect of the Notes or the Assets, (f) all other investment property, accounts, instruments and general intangibles in which the Issuer has an interest, other than the Excepted Assets, (g) its rights in respect of the Suspense Account and the Future Funding Reserve Account and (h) all proceeds with respect to the foregoing clauses (a)-(f). The collateral described in the foregoing clauses (a)-(h) is referred to as the “Assets.” For the avoidance of doubt, the Assets do not include the Excepted Assets. Such Grants are made, however, in trust, to secure the Notes and each Hedge Agreement, subject to the Priority of Payments, equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as expressly provided hereinin this Indenture, an election shall be made that the Trust Fund (exclusive of and to secure (i) the Swap Agreementpayment of all amounts due on and in respect of the Notes and each Hedge Agreement in accordance with their terms, (ii) the Swap Account, payment of all other sums payable under this Indenture and (iii) compliance with the right to receive and provisions of this Indenture, all as provided in this Indenture. For the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectivelyavoidance of doubt, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of Assets shall not include the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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 Excepted Assets. The startup day foregoing Grant shall, for each REMIC created hereby the purpose of determining the property subject to the lien of this Indenture (but not for purposes the purpose of determining compliance with any of the REMIC Provisions is Coverage Tests or compliance by the Closing DateIssuer with any of the other provisions hereof), be deemed to include any securities and any investments granted by or on behalf of the Issuer to the Trustee for the benefit of the Noteholders and each Hedge Counterparty, whether or not such securities or such investments satisfy the criteria set forth in the definitions of “Collateral Debt Security” or “Eligible Investment,” as the case may be. In Except to the extent otherwise provided in this Indenture, this Indenture shall constitute a security agreement under the laws of the State of New York applicable to agreements made and to be performed therein, for the benefit of the Noteholders and each Hedge Counterparty. Upon the occurrence and during the continuation of any Event of Default hereunder, and in addition to any other rights available under this Indenture or any other Assets held for the benefit and security of the Noteholders and each Hedge Counterparty or otherwise available at law or in equity but subject to the terms hereof, the Trustee shall have all rights and remedies of a secured party on default under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, for purposes shall have the right, subject to compliance with any mandatory requirements of applicable law and the terms of this Indenture, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public and private sale. The Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with, and subject to, the terms hereof, in order that the interests of the REMIC Provisions, the latest possible maturity date for each regular interest Secured Parties may be adequately and effectively protected in each REMIC created hereby is the Latest Possible Maturity Dateaccordance with this Indenture.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap AccountCap Agreement, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (iv) the Supplemental Interest Trust Account, (v) any payments with respect to Basis Risk Shortfall Carryover Amounts, and (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation payment with respect to pay a Class I Shortfalls Shortfall (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, “Lower-Tier REMIC 1,” “Middle-Tier REMIC 2,” “REMIC 31,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier Upper-Tier” or “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 elections. Each Certificate, other than the Class R and Class LTA-R CertificatesCertificate, represents shall 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 LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Middle-Tier REMIC1 Interests in the Middle-Tier REMIC 3, 1 (other than the Class LT31-MT-R interestInterest), the Class P Reserve Fund, and each such Lower the Class A-R Reserve Fund. Each Middle-Tier REMIC 1 Interest (other than the Class MT1-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 3 for purposes of the 1 (each, a “Middle-Tier REMIC Provisions1 Interest”). Middle-Tier REMIC 3 1 shall hold as its assets the several classes of uncertificated Lower Lower-Tier REMIC Interests in Lower-Tier REMIC 2, 1 (other than the Class LT21-LT-R interest, and each such Lower Interest.) Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund (other than any Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class 1-LT-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 21 (each, a “Lower-Tier REMIC 1 Regular Interest”). The latest possible maturity date of all REMIC 2 regular interests created in this Agreement shall hold as its assets be the uncertificated Lower Latest Possible Maturity Date. Lower-Tier Interests REMIC 1: The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1, and each such Lower Tier Interest of which (other than the 1-LT-R interest) is hereby designated as a regular interest in REMIC 1. Lower-Tier REMIC 1 shall hold as its assets (the property of the Trust Fund other than the Lower “Lower-Tier Interests in REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-A (5) (1, REMIC ) LT1-F1 $ 2,328,826.10 (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.) LT1-V1 $ 2,328,826.10 (3) LT1-F2 $ 2,497,460.07 (2) LT1-V2 $ 2,497,460.07 (3) LT1-F3 $ 2,660,066.92 (2) LT1-V3 $ 2,660,066.92 (3) LT1-F4 $ 2,810,941.06 (2) LT1-V4 $ 2,810,941.06 (3) LT1-F5 $ 2,949,723.65 (2) LT1-V5 $ 2,949,723.65 (3) LT1-F6 $ 3,072,794.50 (2) LT1-V6 $ 3,072,794.50 (3) LT1-F7 $ 3,185,739.68 (2) LT1-V7 $ 3,185,739.68 (3) LT1-F8 $ 3,283,830.36 (2) LT1-V8 $ 3,283,830.36 (3) LT1-F9 $ 3,355,040.20 (2) LT1-V9 $ 3,355,040.20 (3) LT1-F10 $ 3,380,833.47 (2) LT1-V10 $ 3,380,833.47 (3) LT1-F11 $ 3,364,877.04 (2) LT1-V11 $ 3,364,877.04 (3) LT1-F12 $ 3,286,272.45 (2) LT1-V12 $ 3,286,272.45 (3) LT1-F13 $ 3,207,267.33 (2) LT1-V13 $ 3,207,267.33 (3) LT1-F14 $ 3,130,154.43 (2) LT1-V14 $ 3,130,154.43 (3) LT1-F15 $ 3,054,888.57 (2) LT1-V15 $ 3,054,888.57 (3) LT1-F16 $ 2,981,425.63 (2) LT1-V16 $ 2,981,425.63 (3) LT1-F17 $ 2,909,722.54 (2) LT1-V17 $ 2,909,722.54 (3) LT1-F18 $ 2,839,737.26 (2) LT1-V18 $ 2,839,737.26 (3) LT1-F19 $ 2,771,428.76 (2) LT1-V19 $ 2,771,428.76 (3) LT1-F20 $ 2,704,756.97 (2) LT1-V20 $ 2,704,756.97 (3) LT1-F21 $ 2,639,682.80 (2) LT1-V21 $ 2,639,682.80 (3) LT1-F22 $ 2,576,096.18 (2) LT1-V22 $ 2,576,096.18 (3) LT1-F23 $ 2,514,106.58 (2) LT1-V23 $ 2,514,106.58 (3) LT1-F24 $ 2,453,602.70 (2) LT1-V24 $ 2,453,602.70 (3) LT1-F25 $ 2,394,549.02 (2) LT1-V25 $ 2,394,549.02 (3) LT1-F26 $ 2,336,910.90 (2) LT1-V26 $ 2,336,910.90 (3) LT1-F27 $ 2,280,654.50 (2) LT1-V27 $ 2,280,654.50 (3) LT1-F28 $ 2,225,746.81 (2) LT1-V28 $ 2,225,746.81 (3) LT1-F29 $ 2,172,155.57 (2) LT1-V29 $ 2,172,155.57 (3) LT1-F30 $ 2,119,849.33 (2) LT1-V30 $ 2,119,849.33 (3) LT1-F31 $ 2,068,797.38 (2) LT1-V31 $ 2,068,797.38 (3) LT1-F32 $ 2,018,969.72 (2) LT1-V32 $ 2,018,969.72 (3) LT1-F33 $ 1,970,337.08 (2) LT1-V33 $ 1,970,337.08 (3) LT1-F34 $ 1,922,870.91 (2) LT1-V34 $ 1,922,870.91 (3) LT1-F35 $ 1,876,543.29 (2) LT1-V35 $ 1,876,543.29 (3) LT1-F36 $ 1,831,327.03 (2) LT1-V36 $ 1,831,327.03 (3) LT1-F37 $ 1,636,925.95 (2) LT1-V37 $ 1,636,925.95 (3) LT1-F38 $ 1,725,508.24 (2) LT1-V38 $ 1,725,508.24 (3) LT1-F39 $ 1,702,083.66 (2) LT1-V39 $ 1,702,083.66 (3) LT1-F40 $ 1,661,053.28 (2) LT1-V40 $ 1,661,053.28 (3) LT1-F41 $ 1,621,007.55 (2) LT1-V41 $ 1,621,007.55 (3) LT1-F42 $ 1,581,922.92 (2) LT1-V42 $ 1,581,922.92 (3) LT1-F43 $ 1,543,776.41 (2) LT1-V43 $ 1,543,776.41 (3) LT1-F44 $ 1,506,545.57 (2) LT1-V44 $ 1,506,545.57 (3) LT1-F45 $ 1,470,208.50 (2) LT1-V45 $ 1,470,208.50 (3) LT1-F46 $ 1,434,743.81 (2) LT1-V46 $ 1,434,743.81 (3) LT1-F47 $ 1,400,130.64 (2) LT1-V47 $ 1,400,130.64 (3) LT1-F48 $ 1,366,386.15 (2) LT1-V48 $ 1,366,386.15 (3) LT1-F49 $ 1,333,413.83 (2) LT1-V49 $ 1,333,413.83 (3) LT1-F50 $ 1,301,233.39 (2) LT1-V50 $ 1,301,233.39 (3) LT1-F51 $ 1,269,825.88 (2) LT1-V51 $ 1,269,825.88 (3) LT1-F52 $ 1,239,172.79 (2) LT1-V52 $ 1,239,172.79 (3) LT1-F53 $ 1,209,865.79 (2) LT1-V53 $ 1,209,865.79 (3) LT1-F54 $ 1,180,642.28 (2) LT1-V54 $ 1,180,642.28 (3) LT1-F55 $ 1,152,121.13 (2) LT1-V55 $ 1,152,121.13 (3) LT1-F56 $ 1,124,417.54 (2) LT1-V56 $ 1,124,417.54 (3) LT1-F57 $ 1,098,033.64 (2) LT1-V57 $ 1,098,033.64 (3) LT1-F58 $ 1,072,783.89 (2) LT1-V58 $ 1,072,783.89 (3) LT1-F59 $ 1,048,363.08 (2) LT1-V59 $ 1,048,363.08 (3) LT1-F60 $ 1,022,954.16 (2) LT1-V60 $ 1,022,954.16 (3) LT1-F61 $ 998,157.47 (2) LT1-V61 $ 998,157.47 (3) LT1-F62 $ 973,958.32 (2) LT1-V62 $ 973,958.32 (3) LT1-F63 $ 950,342.38 (2) LT1-V63 $ 950,342.38 (3) LT1-F64 $ 927,295.64 (2) LT1-V64 $ 927,295.64 (3) LT1-F65 $ 904,804.46 (2) LT1-V65 $ 904,804.46 (3) LT1-F66 $ 882,855.51 (2) LT1-V66 $ 882,855.51 (3) LT1-F67 $ 861,435.74 (2) LT1-V67 $ 861,435.74 (3) LT1-F68 $ 840,532.49 (2) LT1-V68 $ 840,532.49 (3) LT1-F69 $ 820,133.34 (2) LT1-V69 $ 820,133.34 (3) LT1-F70 $ 800,226.19 (2) LT1-V70 $ 800,226.19 (3) LT1-F71 $ 780,799.23 (2) LT1-V71 $ 780,799.23 (3) LT1-F72 $ 761,840.93 (2) LT1-V72 $ 761,840.93 (3) LT1-F73 $ 743,340.03 (2) LT1-V73 $ 743,340.03 (3) LT1-F74 $ 725,285.55 (2) LT1-V74 $ 725,285.55 (3) LT1-F75 $ 707,666.77 (2) LT1-V75 $ 707,666.77 (3) LT1-F76 $ 690,473.23 (2) LT1-V76 $ 690,473.23 (3) LT1-F77 $ 673,694.70 (2) LT1-V77 $ 673,694.70 (3) LT1-F78 $ 657,321.22 (2) LT1-V78 $ 657,321.22 (3) LT1-F79 $ 641,343.05 (2) LT1-V79 $ 641,343.05 (3) LT1-F80 $ 625,750.71 (2) LT1-V80 $ 625,750.71 (3) LT1-F81 $ 610,534.91 (2) LT1-V81 $ 610,534.91 (3) LT1-F82 $ 595,686.62 (2) LT1-V82 $ 595,686.62 (3) LT1-F83 $ 581,183.70 (2) LT1-V83 $ 581,183.70 (3) LT1-F84 $ 567,044.67 (2) LT1-V84 $ 567,044.67 (3) LT1-F85 $ 553,247.25 (2) LT1-V85 $ 553,247.25 (3) LT1-F86 $ 539,783.22 (2) LT1-V86 $ 539,783.22 (3) LT1-F87 $ 526,644.59 (2) LT1-V87 $ 526,644.59 (3) LT1-F88 $ 513,823.52 (2) LT1-V88 $ 513,823.52 (3) LT1-F89 $ 501,312.37 (2)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Cap Counterparty and the Cap Swap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreementright to receive FPD Premiums and PPTL Premiums, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls Shortfalls, (viii) the Interest Rate Cap Agreement, (ix) the Interest Rate Cap Account (x) the Collateral Account, (xi) the Final Maturity Reserve Trust, and (xii) the Final Maturity Reserve Trust Account (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. Each Class of Certificates (other than the Class X Certificates) represents the right to receive payments in respect of the Final Maturity Reserve Account. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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.. REMIC 1: REMIC 1 shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust Fund on the Closing Date, each of which is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate, which shall represent the sole class of residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap Agreement. On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC 1 based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC 1 in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected during the preceding Prepayment Period to the Lower Tier Interest in REMIC 1 corresponding to the Mortgage Loan with respect to which such amounts were received. REMIC 2: The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 2, each of which (other than the Class LT2-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT2-A $ 29,923,737.00 (1) LT2-F1 $ 9,222,500.00 (2) LT2-V1 $ 9,222,500.00 (3) LT2-F2 $ 8,950,000.00 (2) LT2-V2 $ 8,950,000.00 (3) LT2-F3 $ 8,686,000.00 (2) LT2-V3 $ 8,686,000.00 (3) LT2-F4 $ 8,429,000.00 (2) LT2-V4 $ 8,429,000.00 (3) LT2-F5 $ 8,180,500.00 (2) LT2-V5 $ 8,180,500.00 (3) LT2-F6 $ 7,938,000.00 (2) LT2-V6 $ 7,938,000.00 (3) LT2-F7 $ 7,704,000.00 (2) LT2-V7 $ 7,704,000.00 (3) LT2-F8 $ 7,476,500.00 (2) LT2-V8 $ 7,476,500.00 (3) LT2-F9 $ 7,255,000.00 (2) LT2-V9 $ 7,255,000.00 (3) LT2-F10 $ 7,041,000.00 (2) LT2-V10 $ 7,041,000.00 (3) LT2-F11 $ 6,863,500.00 (2) LT2-V11 $ 6,863,500.00 (3) LT2-F12 $ 8,506,000.00 (2) LT2-V12 $ 8,506,000.00 (3) LT2-F13 $ 8,441,000.00 (2) LT2-V13 $ 8,441,000.00 (3) LT2-F14 $ 8,345,000.00 (2) LT2-V14 $ 8,345,000.00 (3) LT2-F15 $ 8,281,000.00 (2) LT2-V15 $ 8,281,000.00 (3) LT2-F16 $ 8,120,000.00 (2) LT2-V16 $ 8,120,000.00 (3) LT2-F17 $ 8,024,500.00 (2) LT2-V17 $ 8,024,500.00 (3) LT2-F18 $ 7,863,500.00 (2) LT2-V18 $ 7,863,500.00 (3) LT2-F19 $ 7,735,500.00 (2) LT2-V19 $ 7,735,500.00 (3) 3 Class Designation Initial Principal Balance Interest Rate LT2-F20 $ 7,574,500.00 (2) LT2-V20 $ 7,574,500.00 (3) LT2-F21 $ 7,382,500.00 (2) LT2-V21 $ 7,382,500.00 (3) LT2-F22 $ 7,189,500.00 (2) LT2-V22 $ 7,189,500.00 (3) LT2-F23 $ 24,842,000.00 (2) LT2-V23 $ 24,842,000.00 (3) LT2-F24 $ 13,352,500.00 (2) LT2-V24 $ 13,352,500.00 (3) LT2-F25 $ 11,650,500.00 (2) LT2-V25 $ 11,650,500.00 (3) LT2-F26 $ 8,859,000.00 (2) LT2-V26 $ 8,859,000.00 (3) LT2-F27 $ 6,932,500.00 (2) LT2-V27 $ 6,932,500.00 (3) LT2-F28 $ 5,488,500.00 (2) LT2-V28 $ 5,488,500.00 (3) LT2-F29 $ 4,397,500.00 (2) LT2-V29 $ 4,397,500.00 (3) LT2-F30 $ 3,594,500.00 (2) LT2-V30 $ 3,594,500.00 (3) LT2-F31 $ 2,920,500.00 (2) LT2-V31 $ 2,920,500.00 (3) LT2-F32 $ 2,407,500.00 (2) LT2-V32 $ 2,407,500.00 (3) LT2-F33 $ 2,279,000.00 (2) LT2-V33 $ 2,279,000.00 (3) LT2-F34 $ 2,150,500.00 (2) LT2-V34 $ 2,150,500.00 (3) LT2-F35 $ 2,054,000.00 (2) LT2-V35 $ 2,054,000.00 (3) LT2-F36 $ 1,958,000.00 (2) LT2-V36 $ 1,958,000.00 (3) LT2-F37 $ 1,861,500.00 (2) LT2-V37 $ 1,861,500.00 (3) LT2-F38 $ 1,765,000.00 (2) LT2-V38 $ 1,765,000.00 (3) LT2-F39 $ 1,701,000.00 (2) LT2-V39 $ 1,701,000.00 (3) LT2-F40 $ 1,573,000.00 (2) LT2-V40 $ 1,573,000.00 (3) LT2-F41 $ 1,540,500.00 (2) LT2-V41 $ 1,540,500.00 (3) 4 Class Designation Initial Principal Balance Interest Rate LT2-F42 $ 1,444,500.00 (2) LT2-V42 $ 1,444,500.00 (3) LT2-F43 $ 1,380,000.00 (2) LT2-V43 $ 1,380,000.00 (3) LT2-F44 $ 1,316,000.00 (2) LT2-V44 $ 1,316,000.00 (3) LT2-F45 $ 1,219,500.00 (2) LT2-V45 $ 1,219,500.00 (3) LT2-F46 $ 1,188,000.00 (2) LT2-V46 $ 1,188,000.00 (3) LT2-F47 $ 1,123,000.00 (2) LT2-V47 $ 1,123,000.00 (3) LT2-F48 $ 1,091,500.00 (2) LT2-V48 $ 1,091,500.00 (3) LT2-F49 $ 995,000.00 (2) LT2-V49 $ 995,000.00 (3) LT2-F50 $ 963,000.00 (2) LT2-V50 $ 963,000.00 (3) LT2-F51 $ 930,500.00 (2) LT2-V51 $ 930,500.00 (3) LT2-F52 $ 867,000.00 (2) LT2-V52 $ 867,000.00 (3) LT2-F53 $ 834,000.00 (2) LT2-V53 $ 834,000.00 (3) LT2-F54 $ 802,500.00 (2) LT2-V54 $ 802,500.00 (3) LT2-F55 $ 738,500.00 (2) LT2-V55 $ 738,500.00 (3) LT2-F56 $ 738,000.00 (2) LT2-V56 $ 738,000.00 (3) LT2-F57 $ 674,000.00 (2) LT2-V57 $ 674,000.00 (3) LT2-F58 $ 642,000.00 (2) LT2-V58 $ 642,000.00 (3) LT2-F59 $ 626,000.00 (2) LT2-V59 $ 626,000.00 (3) LT2-F60 $ 587,000.00 (2) LT2-V60 $ 587,000.00 (3) LT2-F61 $ 558,500.00 (2) LT2-V61 $ 558,500.00 (3) LT2-F62 $ 530,500.00 (2) LT2-V62 $ 530,500.00 (3) LT2-F63 $ 504,500.00 (2) LT2-V63 $ 504,500.00 (3) 5 Class Designation Initial Principal Balance Interest Rate LT2-F64 $ 480,000.00 (2) LT2-V64 $ 480,000.00 (3) LT2-F65 $ 456,000.00 (2) LT2-V65 $ 456,000.00 (3) LT2-F66 $ 433,500.00 (2) LT2-V66 $ 433,500.00 (3) LT2-F67 $ 412,000.00 (2) LT2-V67 $ 412,000.00 (3) LT2-F68 $ 391,500.00 (2) LT2-V68 $ 391,500.00 (3) LT2-F69 $ 372,500.00 (2) LT2-V69 $ 372,500.00 (3) LT2-F70 $ 354,000.00 (2) LT2-V70 $ 354,000.00 (3) LT2-F71 $ 6,811,500.00 (2) LT2-V71 $ 6,811,500.00 (3) LT2-I (4) (4) LT2-R (5) (5)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundEstate. On the Closing Date, the Depositor will acquire the Certificates from the Trust FundTrust, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust FundEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundEstate. All covenants and agreements made by the Seller in the Mortgage Loan Sale Purchase Agreement and by the Depositor, the Master Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund Estate are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created herebyEstate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that portions of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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,” “2 and REMIC 3,” and “REMIC 4” 3 (REMIC 4 3 also being referred to 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 elections. Each Certificate, other than the Class R X and Class LT-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 LT-R, The Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents Certificates represent ownership of two regular interests in the sole Class Upper Tier REMIC as described in note 3 of residual interest in REMIC 1the table below for such REMIC. The Class R Certificate represents ownership of the sole Class of residual interest in each of 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 32, other than the Class LT3LT2-R interestInterest, 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 several Classes of uncertificated Lower Tier Interests in REMIC 21, other than the Class LT2LT1-R interestInterest, 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, 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.. REMIC 1 The following table sets forth (or describes) the Class designation, interest rate, and initial principal amount for each Class of REMIC 1 Lower Tier Interests. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount LT1-1-Senior (1) $ 31,099,000 LT1-1-Sub (1) $ 2,072,885 LT1-2-Senior (2) $ 98,863,000 LT1-2-Sub (2) $ 6,591,193 LT1-3-Senior (3) $ 249,713,000 LT1-3-Sub (3) $ 16,647,673 LT1-4-Senior (4) $ 48,425,000 LT1-4-Sub (4) $ 3,228,490 LT1-R (5) (5)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the SellerPursuant to this Indenture, and at the Closing Date there is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has hereby duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee eight Classes of the Mortgage Loans Notes, designated as Class A-1 Notes, Class A-2-A Notes, Class A-2-B Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4-A Notes, Class A-4-B Notes and the other property constituting the Trust FundClass B Notes. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Owner Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates andClass A Notes, to the extent provided as further defined herein, any NIMS Insurerand the Class B Notes, the Swap Counterparty (as specified herein) and the Cap CounterpartyNote Insurer (as specified herein). The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Owner Trustee is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinSimultaneously with the issuance of the Class A Notes and the Class B Notes, an election shall be made that there is also being issued the Certificate pursuant to the Trust Fund Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (exclusive unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (ia) the Swap AgreementReceivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (iib) the Swap Accountsecurity interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (iiid) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the obligation Dealer Agreements (to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, the extent related to the financed Receivables); (ivf) the Basis Risk Reserve Fund, original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (v) the Supplemental Interest Trust, (vig) the Interest Rate Cap Swap Agreement, ; and (viih) the Interest Rate Cap Account proceeds of any and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D all of the Code (each a “REMIC” or, foregoing; GRANTING CLAUSE SECOND All funds deposited in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” Accounts and “REMIC 4” (REMIC 4 also being referred Eligible Investments thereof, to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities extent provided in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3Indenture, 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, 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. 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.proceeds thereof;

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor Issuer has duly authorized the execution and delivery of this Agreement Indenture to provide for its Asset-Backed Notes, Series 1999-1 Class A (the conveyance to "Class A Notes" or the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Issuer herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Notes and the Cap CounterpartyNote Insurer. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Issuer is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinAll things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. Granting Clause The Issuer hereby Grants to the Indenture Trustee, an election shall be made that for the Trust Fund exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Issuer's right, title and interest in and to (exclusive of (ia) the Swap Home Loans listed in Schedule I to this Indenture (including property that secures a Home Loan that becomes an REO Property), including the related Home Loan Files delivered or to be delivered to the Indenture Trustee or the Custodian pursuant to the Home Loan Sale Agreement, all payments of principal or interest received, collected or otherwise recovered in respect of principal or interest after the Cut-off Date, (b) the Servicing Agreement, (iic) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Home Loan Sale Agreement, (viid) the Interest Rate Cap Custodial Agreement, (e) the Trust Agreement, (f) the Insurance Policies, (g) all cash, instruments or other property held or required to be deposited in the Collection Account and the Note Account, including all investments made with funds in such accounts (viiibut not including any income on funds deposited in, or investments made with funds deposited in, the Collection Account, which income shall belong to and be for the account of the Servicer, and not including any income on funds deposited in, or investments made with funds deposited in the Note Account, which income shall belong to and be for the account of the Indenture Trustee), and (h) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the obligation payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to pay Class I Shortfalls (collectively, perform the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D duties herein required to the end that the interests 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 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 elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes Holders of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X Notes may be adequately and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfallseffectively protected. The Class LT-R Certificate represents ownership Indenture Trustee agrees that it will hold the MBIA Insurance Policy in trust and that it will hold any proceeds of any claim upon the MBIA Insurance Policy, solely for the use and benefit of the sole Class of residual interest Noteholders in REMIC 1. The Class R Certificate represents ownership of accordance with the sole Class of residual interest in each of REMIC 2, REMIC 3, terms hereof 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, 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. 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 DateMBIA Insurance Policy.

PRELIMINARY STATEMENT. The Depositor has acquired Noteholders entered into a Note Purchase Agreement dated as of December 20, 1996 (the Mortgage Loans "Original Note Agreement") with UNEXCO, INC. (the "Company"), a wholly-owned subsidiary of USA, whereby the Noteholders purchased from the SellerCompany its 12% Senior Secured General Obligation Notes in the maximum aggregate principal amount of $4,000,000. USA executed and delivered to the Noteholders that certain Guaranty Agreement dated December 20, 1996, whereby USA unconditionally and at irrevocably guaranteed the Closing Date is Company's obligations under the owner Original Note Agreement (the "Original Guaranty Agreement"). The Company and the Noteholders have entered into that certain Amended and Restated Note Purchase Agreement (the "Amended Note Agreement"), dated of even date herewith, whereby the Company and the Noteholders amended and restated the Original Note Agreement and whereby the Noteholders purchased from the Company its Amended and Restated 12% Senior Secured General Obligation Notes in the maximum aggregate principal amount of $5,500,000 (such notes, together with all substitutions, replacements, extensions, modifications and restatements thereof, being referred to herein, collectively as the "Notes"), which Notes are in substitution, modification, renewal and increase, but not in extinguishment, novation or discharge, of the Mortgage Loans indebtedness evidenced by the Company's 12% Senior Secured General Obligation Notes issued under the Original Note Agreement. USA and the other property being conveyed by it Noteholders desire to amend and restate the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Original Guaranty Agreement to provide for USA's unconditional and irrevocable guarantee of the conveyance Company's obligations under the Amended Note Agreement and the Notes, all as more particularly set forth herein. It is a condition precedent to the Trustee obligation of the Mortgage Loans Noteholders to make Advances under the Amended Note Agreement that the Guarantor shall have executed and the other property constituting the Trust Funddelivered this Agreement. All covenants and agreements USA has determined that it will receive a substantial benefit if Advances are made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and Company under the other property constituting the Trust Fund are for the benefit Amended Note Agreement. In consideration of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty premises and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive USA and the obligation Noteholders agree to pay Basis Risk Shortfalls amend and Unpaid Basis Risk Shortfalls, (iv) restate the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes Original Guaranty Agreement 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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.follows:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust FundTrustee, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Depositor is entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 3 also being referred to 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P CertificatesR Certificate, represents (i) the right an entitlement to receive payments with respect to any from the Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) Reserve Fund maintained by the obligation Trustee pursuant to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1Section 5.06. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 21, REMIC 32, 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 32, other than the Class LT3LT2-R interestInterest, 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, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, 1 and REMIC 3 2 and the Excluded Trust AssetsBasis Risk 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 Latest Possible Maturity DateMarch 25, 2033.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates Certificates, the Certificate Insurer and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, Trustee and the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap AgreementClass M1 Reserve Fund, (ii) the Swap AccountClass M1 Cap Agreement, (iii) the right to receive Class X Cap and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, rights to receive (vand the obligations to pay) the Supplemental Interest Trust, (vi) the Interest Rate Net Funds Cap Agreement, (vii) the Interest Rate Shortfalls and Unpaid Net Funds Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)Shortfalls) 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 43;” (REMIC 4 3 also being referred to 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 elections. Each Certificate, other than the Class R X Certificate and Class LT-R CertificatesCertificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificate represents ownership of two regular interests in the Upper Tier REMIC as described in note 12 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class LTA-RIO, Class X X, and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Net Funds Cap Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Net Funds Cap Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 21, REMIC 3, 2 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 32, other than the Class LT3LT2-R interestInterest, 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, other than the Class LT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, 1 and REMIC 2, and REMIC 3 the Class M1 Reserve Fund, the Class M1 Cap Agreement, the Class X Cap and the Excluded Trust Assetsrights and obligations with respect to the payment of Net Funds Cap Shortfalls and Unpaid Net Funds Cap Shortfalls. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.. REMIC 1 The following table sets forth (or describes) the Class designation, interest rate, and initial principal amount for each Class of REMIC 1 Lower Tier Interests. REMIC 1 Lower REMIC 1 Lower Initial Class Tier Class Designation Tier Interest Rate Principal Amount Class LT1-1A-IO (1) $ 51,944,531.00 Class LT1-2A-IO (1) $ 24,605,305.00 Class LT1-3A-IO (1) $ 8,201,768.00 Class LT1-4A-IO (1) $ 10,935,690.00 Class LT1-Pool (1) $177,704,977.14 Class LT1-R (2) (2) _____________

PRELIMINARY STATEMENT. This Agreement amends and restates the Original Agreement. Under the Original Agreement, Xxxxx Fargo Bank, N.A., in addition to acting as Master Servicer, also acted as Securities Administrator, and in the related capacities of Authenticating Agent, Certificate Registrar and Paying Agent. Commencing on the date hereof, Citibank, N.A. will act as Securities Administrator under this Agreement, and in the related capacities of Authenticating Agent, Certificate Registrar and Paying Agent. However, Xxxxx Fargo Bank, N.A. will continue to act as Master Servicer under this Agreement, as it did under the Original Agreement. For clarification purposes, the Original Agreement governs the liabilities, rights and obligations of the parties thereto from the Closing Date up to but excluding January 1, 2014. This Agreement governs the liabilities, rights and obligations of the parties hereto from and including January 1, 2014 forward. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is iswas the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire acquireacquired the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this thisthe Original Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting acceptinghas accepted the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinhereinUnder the Original Agreement, an election the Trustee, at the direction of the Securities Administrator, shall be made electelected that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Lower-Tier REMIC” and the “Upper-Tier REMIC,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”)respectively). 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 elections. Each Each, and each Certificate, other than the Class R Certificate and the Class LT-R CertificatesCertificate, represents ownership of is herebywas designated as a regular interest in the Upper Upper-Tier REMIC for purposes of REMIC, as described herein. TheUnder the REMIC Provisions. In additionOriginal Agreement, each Certificate, other than the Class R, Class LTR Certificate represents and is herebywas designated as the sole class of residual interest in the Upper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I ShortfallsTier REMIC. The Class LT-R Certificate represents evidences ownership of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed herebyunder the Original Agreement. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is herebywas designated under the Original Agreement as a regular interest in the Lower-Tier REMIC and the LT-R Interest is herebywas designated under the Original Agreement as the sole Class of residual interest in REMIC 1the Lower-Tier REMIC. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Upper-Tier REMIC shall hold as its assets all of the uncertificated Lower Lower-Tier Interests in REMIC 3, other than the Class LT3LT-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, 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 AssetsInterest. The startup day for each Lower-Tier REMIC created hereby for purposes Interests The following table sets forth (or describes), as of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date Class designation, interest rate, and initial Class Principal Amount for each regular interest in each Class of Lower-Tier Interests: Lower-Tier REMIC created hereby is the Latest Possible Maturity Date.Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A (1) (2) A, A-IO1, A-IO2 LT-B1 (1) (2) B-1 LT-B2 (1) (2) B-2 LT-B3 (1) (2) B-3 LT-B4 (1) (2) B-4 LT-B5 (1) (2) B-5 LT-R (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the Certificate Insurer any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, and (vii) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls Agreement (collectively, the “Excluded Trust AssetsProperty”)) 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 “alternative, REMIC 1,” “1 and REMIC 2,” “; REMIC 3,” and “REMIC 4” (REMIC 4 2 also being referred to 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 elections. Each Certificate, other than the Class X Certificates and the Class R and Class LT-R Certificates, Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 17 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) from the obligation Basis Risk Reserve Fund pursuant to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of 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 several Classes of uncertificated Lower Tier Interests in REMIC 3, 1 other than the Class LT3LT-R interestInterest, 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, 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, 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 AssetsProperty. 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.. REMIC 1 The following table sets forth (or describes) the class designation, interest rate, and initial Class Principal Amount for each class of Lower Tier Interests in REMIC 1. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1) $ 28,456,000.00 A1 LT-A2 (1) $ 6,188,750.00 A2 LT-A3 (2) $ 56,377,000.00 A3 LT-A4 (2) $ 15,891,250.00 A4 LT-A5 (2) $ 15,124,500.00 A5 LT-M1 (3) $ 8,674,250.00 M1 LT-M2 (3) $ 2,542,500.00 M2 LT-M3 (3) $ 1,495,500.00 M3 LT-M4 (3) $ 2,916,250.00 M4 LT-M5 (3) $ 2,019,000.00 M5 LT-M6 (3) $ 1,645,000.00 M6 LT-M7 (3) $ 1,495,500.00 M7 LT-M8 (3) $ 1,121,750.00 M8 LT-M9 (3) $ 2,617,250.00 X0 XX-X0 (3) $ 1,645,000.00 X0 XX-X0 (3) $ 598,250.00 X0 XX-Xxxx-0-XXX (1) $ 312,480.95 N/A LT-Pool-1-N (1)(5) $ 49,956,316.49 N/A LT-Pool-2-PSA (2) $ 788,242.59 N/A LT-Pool-2-N (2)(5) $ 126,016,637.07 N/A LT-Q (3) $ 272,340,927.10 N/A LT-R (4) (4) R _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Seller issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the Mortgage Loan Sale Agreement and by aggregate the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterpartyentire beneficial interest in REMIC II. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each CertificateThe Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated November 21, 2002, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated November 25, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, Residual Interests and the Upper Tier Certificates: REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier I 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, 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. The startup day Designation for each REMIC created hereby for purposes I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* ---------------------- -------- ----------- ----------------- -------------- Class A-L Regular Variable (2) $1,940,090,300.00 January 2033 Class B-1-L Regular Variable (2) 20,957,800.00 January 2033 Class B-2-L Regular Variable (2) 15,967,800.00 January 2033 Class B-3-L Regular Variable (2) 7,984,000.00 January 2033 Class B-4-L Regular Variable (2) 2,993,900.00 January 2033 Class B-5-L Regular Variable (2) 2,994,000.00 January 2033 Class B-6-L Regular Variable (2) 4,989,978.00 January 2033 Class R-1+ Residual 4.883% 100.00 January 2033 * The Distribution Date in the REMIC Provisions specified month, which is the Closing Datemonth following the month the latest maturing Mortgage Loan matures. In additionFor federal income tax purposes, for purposes each Class of the REMIC ProvisionsI Regular and Residual Interests, the "latest possible maturity date for each regular interest in each REMIC created hereby is date" shall be the Latest Possible Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc. (the "Seller"), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyClass 2-A1 Certificate Insurer. The Depositor, the Trustee, Depositor and the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 “alternative, the Lower Tier REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”, respectively)). 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 elections. Each Certificate, other than the Class R and Class LT-R CertificatesCertificate, represents 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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class class of residual interest in each of the Lower Tier 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 3Interests, other than the Class LT3LT-R interestInterest, and each set out below. Each such Lower Tier Interest Interest, other than the Class LT-R 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, 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, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the all property of the Trust Fund other than the Lower Tier Interests in REMIC 1Interests. The following table specifies the class designation, REMIC 2interest rate, and REMIC 3 and the Excluded Trust Assets. The startup day principal amount for each REMIC created hereby for purposes class 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 DateLower Tier Interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap AgreementBasis Risk Reserve Fund, and (ii) the Swap Account, (iii) the right rights to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 “alternative, REMIC 1,” “1 and REMIC 2,” “REMIC 3,” and “REMIC 4” 2 (REMIC 4 2 also being referred to 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 elections. Each Certificate, other than the Class X Certificates and the Class R and Class LT-R Certificates, Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 17 of the table below for such REMIC. In addition, each Certificate, other than of the Class R, Class LT-R, Class X Offered Certificates and Class P Certificates, B Certificates represents (i) the right to receive payments with in respect to of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) from the obligation Basis Risk Reserve Fund pursuant to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of 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 several Classes of uncertificated Lower Tier Interests in REMIC 31, other than the Class LT3LT-R interestInterest, 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, 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, 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 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.. REMIC 1 The following table sets forth (or describes) the class designation, interest rate, and initial Class Principal Amount for each class of Lower Tier Interests in REMIC 1. REMIC 1 Lower Tier Class Designation REMIC 1 Lower Tier Interest Rate Initial Class Principal Amount Corresponding Class of Certificate(s) LT-A1 (1) $107,231,500.00 A1 LT-A2 (1) $89,687,500.00 A2 LT-M1 (1) $10,437,500.00 M1 LT-M2 (1) $9,880,500.00 M2 LT-M3 (1) $6,262,500.00 M3 LT-M4 (1) $5,845,500.00 M4 LT-M5 (1) $5,566,500.00 M5 LT-M6 (1) $5,149,000.00 M6 LT-M7 (1) $4,592,500.00 M7 LT-M8 (1) $4,175,000.00 M8 LT-M9 (1) $3,757,500.00 M9 LT-M10 (1) $4,592,500.00 X00 XX-X00 (1) $3,896,500.00 X00 XX-X0 (1) $3,757,500.00 X0 XX-X0 (1) $3,479,000.00 B2 LT-Q (1) $288,351,160.54 N/A LT-R (2) (2) R _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four two real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1,” “REMIC 2,” “REMIC 3,Lower-Tier REMIC” and “REMIC 4” (REMIC 4 also being referred to as the “Upper 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 elections. Each Certificateof the Certificates set forth below, other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, and the Class R and Class LTA-R CertificatesCertificate, represents shall represent 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 LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Lower-Tier Interests in the Lower-Tier REMIC 3, (other than the Class LT3LT-A-R interest, and each such Lower Interest). The 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, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the all property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded Trust AssetsFund. The startup day for each REMIC created hereby for purposes uncertificated Class LT-A-R Interest represents ownership of the REMIC Provisions is sole class of residual interest in the Closing DateLower-Tier REMIC. In addition, for purposes of the REMIC Provisions, the The latest possible maturity date for each of all REMIC regular interest interests created in each REMIC created hereby is this Agreement shall be the Latest Possible Maturity Date.. The Lower-Tier REMIC The Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5 A-6 (0.9% of SP Group 6) (1) (2) 6 B-6 (0.1% of SP Group 6) (1) (2) 6 C-6 (Excess of Group 6) (1) (2) 6 A-7 (0.9% of SP Group 7) (1) (2) 7 B-7 (0.1% of SP Group 7) (1) (2) 7 C-7 (Excess of Group 7) (1) (2) 7 LT-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Seller issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the Mortgage Loan Sale Agreement and by aggregate the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterpartyentire beneficial interest in REMIC II. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each CertificateThe Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 21, 2002, and a Prospectus Supplement, dated February 25, 2002, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated February 27, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, Residual Interests and the Upper Tier Certificates: REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier I 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, 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. The startup day Designation for each REMIC created hereby for purposes I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (1) Balance Date* ----------------------- --------- ----------- ---------------- --------------- Class I-A-1-L Regular 6.500% $75,000,000.00 March 2032 Class I-A-2-L Regular 6.500% 73,290,000.00 March 2032 Class I-A-3-L Regular 6.500% 20,000,000.00 March 2032 Class I-A-4-L Regular 6.500% 64,749,000.00 March 2032 Class I-A-5-L Regular (2) 44,687,500.00 March 2032 Class I-A-6-L Regular (3) 10,312,500.00 March 2032 Class I-A-7-L Regular 6.500%(4) 200,000.00 March 2032 Class I-A-8-L Regular 6.500% 41,500,000.00 March 2032 Class I-A-10-L Regular 6.500% 7,000,000.00 March 2032 Class I-A-11-L Regular 6.500% 30,000,000.00 March 2032 Class II-A-1-L Regular 6.500% 21,538,000.00 March 2032 Class III-A-1-L Regular 6.000% 338,698,000.00 March 2017 Class I-P-L Regular (5) 2,355,468.00 March 2032 Class II-P-L Regular (5) 268,797.00 March 2032 Class III-P-L Regular (5) 2,854,726.00 March 2017 Class C-B-1-L Regular 6.500% 6,454,000.00 March 2032 Class C-B-2-L Regular 6.500% 2,217,000.00 March 2032 Class C-B-3-L Regular 6.500% 1,613,000.00 March 2032 Class C-B-4-L Regular 6.500% 806,000.00 March 2032 Class C-B-5-L Regular 6.500% 605,000.00 March 2032 Class C-B-6-L Regular 6.500% 811,758.64 March 2032 Class III-B-1-L Regular 6.000% 2,944,000.00 March 2017 Class III-B-2-L Regular 6.000% 346,000.00 March 2017 Class III-B-3-L Regular 6.000% 519,000.00 March 2017 Class III-B-4-L Regular 6.000% 346,000.00 March 2017 Class III-B-5-L Regular 6.000% 346,000.00 March 2017 Class III-B-6-L Regular 6.000% 349,065.12 March 2017 Class R-1+ Residual 6.500% 50.00 March 2032 * The Distribution Date in the REMIC Provisions specified month, which is the Closing Datemonth following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. In additionFor federal income tax purposes, for purposes each Class of the REMIC ProvisionsI Regular and Residual Interests, the "latest possible maturity date for each regular interest in each REMIC created hereby is date" shall be the Latest Possible Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans Underlying Security from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans Underlying Security and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Underlying Security and the certain other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans Underlying Security and the other property constituting the Trust Fund. All covenants representations and agreements warranties made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Depositor and the Trustee herein with respect to the Mortgage Loans Underlying Security and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinFor purposes of the REMIC Provisions, an election the Underlying Security currently comprises six regular interests in the Underlying Upper Tier REMIC created as part of the Underlying Trust Fund. Specifically, the Underlying Security currently represents ownership of the Underlying Class A2 (which corresponds to the Class A2-1 Component of the Underlying Security), Class A2X, Class M1X, Class M2X, Class M3X, Class B1X, and Class B2X Underlying Upper Tier Regular Interests in the Underlying Upper Tier REMIC. For purposes of the REMIC Provisions, the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap AgreementLIBOR Certificate Cap, (ii) the Swap AccountCap Y Cap, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) assets held in the Basis Risk Reserve Fund, (v) and the Supplemental Interest TrustClass M1X, (vi) the Interest Rate Cap AgreementClass M2X, (vii) the Interest Rate Cap Account Class M3X, Class B1X, and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)B2X Underlying Upper Tier Regular Interests) 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 alternative, the “REMIC 1,” “REMIC 2,” “REMIC 3,Lower Tier REMIC” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”,” respectively)). 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 elections. Each Certificate, other than the Class R and Class LTA-R Certificates, represents Certificate and the Class Y Certificate shall represent ownership of a regular interest in the Upper Tier REMIC for REMIC. The Class Y Certificate shall represent an ownership interest in the Trust Fund, but not in either REMIC. Each LIBOR Certificate, in addition to representing a regular interest in the Upper Tier REMIC, represents the right to receive payments in respect of Carryover Shortfalls from the Reserve Fund as provided in Section 3.08. For purposes of the REMIC Provisions. In addition, each Certificate, other than the owners of the Class RX Certificates shall be treated as owning directly the sole beneficial ownership interest in the Class M1X, Class LT-RM2X, Class X B1X, and Class P CertificatesB2X Underlying Upper Tier Regular Interests and the Reserve Fund. As described below, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) Class X Certificate shall also be treated as representing ownership of an interest in the obligation to pay Class I ShortfallsUpper Tier REMIC created under this Agreement. The Class LTA-R Certificate represents ownership of the sole Class class of residual interest in the Upper Tier REMIC 1. The Class R Certificate represents and ownership of the Class LT-R Interests which represents the sole Class class of residual interest in each of REMIC 2, REMIC 3, and the Upper Lower Tier REMIC for purposes of the REMIC ProvisionsREMIC. The Upper Lower Tier REMIC shall hold as its assets the issue several classes of 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 the Lower Tier REMIC 3 for purposes of the REMIC Provisions. The Lower Tier REMIC 3 shall also issue the Class LT-R Interest, which is hereby designated as the sole class of residual interest in the Lower Tier REMIC for purposes of the REMIC provisions, ownership of which shall be evidenced by the Class A-R Certificate. The Upper Tier REMIC will hold as its assets the entire beneficial interest in each Class of uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such Interests. The 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 1Interests, REMIC 2the Reserve Fund, the LIBOR Certificate Cap and the Class Y Cap, and REMIC 3 the Class M1X, Class M2X, Class B1X, and Class B2X Underlying Upper Tier Regular Interests, which are treated as being owned directly by the Excluded Trust Assetsbeneficial owner of the Class X Certificate. The startup day for each Lower Tier REMIC created hereby for purposes Interests Class Designation Interest Rate Initial Class Principal Amount Corresponding Class 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.Certificate XXX-0 (1) $ 147,439,045.50 A-3 Class LTQ (1) $ 732,439,095.50 N/A Class LT-R(2) N/A N/A Class A-R _____________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, Insurer and the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iviii) the Basis Risk Reserve Fund, (viv) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account Trust and (viiiv) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificate, other than the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 21, REMIC 32, 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 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 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. 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.. REMIC 1: The following table sets forth the designations, principal balances and interest rates for each interest in REMIC 1, each of which (other than the LT1-R Lower Tier Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular Interests”): Class Designation Initial Principal Balance Interest Rate LT1-A $ 76,706,262.69 (1) LT1-F1 $ 31,941,000.00 (2) LT1-V1 $ 31,941,000.00 (3) LT1-F2 $ 30,968,000.00 (2) LT1-V2 $ 30,968,000.00 (3) LT1-F3 $ 30,025,000.00 (2) LT1-V3 $ 30,025,000.00 (3) LT1-F4 $ 29,110,500.00 (2) LT1-V4 $ 29,110,500.00 (3) LT1-F5 $ 28,224,500.00 (2) LT1-V5 $ 28,224,500.00 (3) LT1-F6 $ 27,365,000.00 (2) LT1-V6 $ 27,365,000.00 (3) LT1-F7 $ 26,532,000.00 (2) LT1-V7 $ 26,532,000.00 (3) LT1-F8 $ 25,724,000.00 (2) LT1-V8 $ 25,724,000.00 (3) LT1-F9 $ 24,940,500.00 (2) LT1-V9 $ 24,940,500.00 (3) LT1-F10 $ 24,181,500.00 (2) LT1-V10 $ 24,181,500.00 (3) LT1-F11 $ 28,854,500.00 (2) LT1-V11 $ 28,854,500.00 (3) LT1-F12 $ 28,678,500.00 (2) LT1-V12 $ 28,678,500.00 (3) LT1-F13 $ 28,448,000.00 (2) LT1-V13 $ 28,448,000.00 (3) LT1-F14 $ 28,164,000.00 (2) LT1-V14 $ 28,164,000.00 (3) LT1-F15 $ 27,830,000.00 (2) LT1-V15 $ 27,830,000.00 (3) LT1-F16 $ 27,447,000.00 (2) LT1-V16 $ 27,447,000.00 (3) LT1-F17 $ 27,019,000.00 (2) LT1-V17 $ 27,019,000.00 (3) LT1-F18 $ 26,548,000.00 (2) LT1-V18 $ 26,548,000.00 (3) LT1-F19 $ 26,036,000.00 (2) LT1-V19 $ 26,036,000.00 (3) LT1-F20 $ 25,487,000.00 (2) LT1-V20 $ 25,487,000.00 (3) LT1-F21 $ 24,903,500.00 (2) LT1-V21 $ 24,903,500.00 (3) LT1-F22 $ 24,288,500.00 (2) LT1-V22 $ 24,288,500.00 (3) LT1-F23 $ 114,420,000.00 (2) LT1-V23 $ 114,420,000.00 (3) LT1-F24 $ 40,479,000.00 (2) LT1-V24 $ 40,479,000.00 (3) LT1-F25 $ 31,080,500.00 (2) LT1-V25 $ 31,080,500.00 (3) LT1-F26 $ 24,561,000.00 (2) LT1-V26 $ 24,561,000.00 (3) LT1-F27 $ 19,797,500.00 (2) LT1-V27 $ 19,797,500.00 (3) LT1-F28 $ 16,188,000.00 (2) LT1-V28 $ 16,188,000.00 (3) LT1-F29 $ 13,376,000.00 (2) LT1-V29 $ 13,376,000.00 (3) LT1-F30 $ 11,135,000.00 (2) LT1-V30 $ 11,135,000.00 (3) LT1-F31 $ 9,770,000.00 (2) LT1-V31 $ 9,770,000.00 (3) LT1-F32 $ 8,625,000.00 (2) LT1-V32 $ 8,625,000.00 (3) LT1-F33 $ 8,167,500.00 (2) LT1-V33 $ 8,167,500.00 (3) LT1-F34 $ 7,731,500.00 (2) LT1-V34 $ 7,731,500.00 (3) LT1-F35 $ 7,320,500.00 (2) LT1-V35 $ 7,320,500.00 (3) LT1-F36 $ 6,931,000.00 (2) LT1-V36 $ 6,931,000.00 (3) LT1-F37 $ 6,563,000.00 (2) LT1-V37 $ 6,563,000.00 (3) LT1-F38 $ 6,214,000.00 (2) LT1-V38 $ 6,214,000.00 (3) LT1-F39 $ 5,884,500.00 (2) LT1-V39 $ 5,884,500.00 (3) LT1-F40 $ 5,572,000.00 (2) LT1-V40 $ 5,572,000.00 (3) LT1-F41 $ 5,276,500.00 (2) LT1-V41 $ 5,276,500.00 (3) LT1-F42 $ 4,996,500.00 (2) LT1-V42 $ 4,996,500.00 (3) LT1-F43 $ 4,731,000.00 (2) LT1-V43 $ 4,731,000.00 (3) LT1-F44 $ 4,480,500.00 (2) LT1-V44 $ 4,480,500.00 (3) LT1-F45 $ 4,243,000.00 (2) LT1-V45 $ 4,243,000.00 (3) LT1-F46 $ 4,018,000.00 (2) LT1-V46 $ 4,018,000.00 (3) LT1-F47 $ 3,805,000.00 (2) LT1-V47 $ 3,805,000.00 (3) LT1-F48 $ 3,603,000.00 (2) LT1-V48 $ 3,603,000.00 (3) LT1-F49 $ 3,412,500.00 (2) LT1-V49 $ 3,412,500.00 (3) LT1-F50 $ 3,231,500.00 (2) LT1-V50 $ 3,231,500.00 (3) LT1-F51 $ 3,060,500.00 (2) LT1-V51 $ 3,060,500.00 (3) LT1-F52 $ 2,898,500.00 (2) LT1-V52 $ 2,898,500.00 (3) LT1-F53 $ 2,745,000.00 (2) LT1-V53 $ 2,745,000.00 (3) LT1-F54 $ 2,599,500.00 (2) LT1-V54 $ 2,599,500.00 (3) LT1-F55 $ 2,462,000.00 (2) LT1-V55 $ 2,462,000.00 (3) LT1-F56 $ 2,331,500.00 (2) LT1-V56 $ 2,331,500.00 (3) LT1-F57 $ 2,208,500.00 (2) LT1-V57 $ 2,208,500.00 (3) LT1-F58 $ 2,090,000.00 (2) LT1-V58 $ 2,090,000.00 (3) LT1-F59 $ 34,858,500.00 (2) LT1-V59 $ 34,858,500.00 (3) LT1-R (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement Indenture to provide for its Mortgage Backed Notes, Series ___________ (the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund"Notes"), issuable as provided in this Indenture. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Trust herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Notes and the Cap CounterpartyNote Insurer. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Trust is entering into this AgreementIndenture, and the Indenture Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that All things necessary to make this Indenture a valid agreement of the Trust Fund in accordance with its terms have been done. Granting Clause The Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, all of the Trust's right, title and interest in and to (exclusive of (ia) the Swap Mortgage Loans in both Pool I and Pool II listed in the Mortgage Loan Schedule attached as Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Sale and Servicing Agreement, including all payments of principal received, collected or otherwise recovered after the Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all other proceeds received in respect of such Mortgage Loans, any Subsequent Mortgage Loans and any Qualified Substitute Mortgage Loan, (b) the Loan Sale Agreement and the Sale and Servicing Agreement, (iic) the Swap Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Collection Account, (iii) the right to receive Distribution Accounts, the Note Insurance Payment Account, the Pre-Funding Accounts, the Capitalized Interest Accounts and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk ShortfallsCross-collateralization Reserve Accounts, including all investments made with funds in such Accounts (iv) the Basis Risk Reserve Fundbut not including any income on funds deposited in, (v) the Supplemental Interest Trustor investments made with funds deposited in, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificate, Accounts other than the Class R Pre-Funding Accounts, which income shall belong to and Class LT-R Certificatesbe for the account of the Servicer), represents ownership and (e) all proceeds of a regular interest the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the Upper Tier REMIC for purposes foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the REMIC ProvisionsHolders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the Note Insurance Policy in trust and that it will hold any proceeds of any claim upon the Note Insurance Policy, solely for the use and benefit of the Noteholders in accordance with the terms hereof and the Note Insurance Policy. In addition, the Indenture Trustee agrees that it will acknowledge the Grant on each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership Subsequent Transfer Date of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership related Subsequent Mortgage Loans pursuant to the terms of the sole Class related Subsequent Pledge Agreement, provided that the conditions precedent to the pledge of residual interest such Subsequent Mortgage Loans contained in each of REMIC 2, REMIC 3, this Indenture and in 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, Sale and each Servicing Agreement are satisfied on or prior to 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, 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. 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 Subsequent Transfer Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Lxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Class E and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)P Certificates) 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 “alternative, REMIC 1,” “I and REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”II, respectively)). 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 elections. Each Certificate, other than the Class R and E, Class LT-P or Class R Certificates, represents ownership of a one or more regular interest interests in the Upper Tier REMIC II for purposes of the REMIC Provisions. In addition, each Certificate, other than the The Class R, Class LT-R, Class X P and Class P Certificates, represents (i) E Certificates shall represent interests in the right to receive payments with respect to Trust Fund but are not interests in any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1created hereunder. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2, I and REMIC 3, and the Upper Tier REMIC II for purposes of the REMIC Provisions. The Upper Tier REMIC I REMIC I shall hold as its assets all property of the uncertificated Lower Tier Trust Fund other than the Interests in REMIC 3I, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificates, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class LT3-R interestR-1 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 I. The following table specifies the Class LT2-R interestdesignation, interest rate, 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. The startup day principal amount for each Class of REMIC created hereby for purposes of the I Interests: 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.I Initial Class Class Principal Designation Interest Rate Amount LT1-Pool 1 5.50 % $ 48,925,063.61 LT1-GSA(1) 5.50 % $ 20,565.29 LT1-Pool 2 (1 ) $ 433,609,809.71 LT1-GSA(2) (1 ) $ 182,200.10 R-1 (2 ) (2)

PRELIMINARY STATEMENT. The Depositor Issuer was formed for the purpose of issuing notes secured by mortgage collateral. The Issuer has acquired entered into a trust indenture, dated as of April 1, 1999 (the "Indenture"), between the Issuer and the Trustee, pursuant to which the Issuer intends to issue its Mortgage-Backed LIBOR Notes, Class A, Series 1999-1, in the aggregate initial principal amount of $229,000,000 (the "Notes"). Pursuant to the Indenture, as security for the indebtedness represented by such Notes, the Issuer is and will be pledging to the Trustee, or granting the Trustee a security interest in, among other things, certain Mortgage Loans, its rights under this Agreement, the Initial Mortgage Loan Purchase Agreement, the Mortgage Loans from Loan Purchase Agreement, the SellerPurchase and Sale Agreements, the Collection Account, the Note Payment Account and at certain Insurance Policies (as each such term is defined herein). The parties desire to enter into this Agreement to provide, among other things, for the Closing Date is the owner master servicing of the Mortgage Loans by the Master Servicer. The Master Servicer also agrees to perform the servicing functions set forth herein as to the Mortgage Loans designated in Schedule I hereto. The Master Servicer may enter into as herein provided one or more Subservicing Agreements to perform the servicing functions set forth herein. The Master Servicer acknowledges that, in order further to secure the Notes, the Issuer is and the other property being conveyed by it will be granting to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Datea security interest in, the Depositor will acquire the Certificates from the Trust Fundamong other things, as consideration for its transfer to the Trust Fund of the Mortgage Loans rights under this Agreement, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All Master Servicer agrees that all covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee Servicer herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are shall also be for the benefit and security of the Trustee and Holders from time to time of the Certificates andNotes and FSA. The Issuer will enter into a Management Agreement, to dated as of the extent provided hereindate hereof, any NIMS Insurerwith American Residential Investment Trust, Inc. (in such capacity, the Swap Counterparty and "Manager"), pursuant to which the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D will conduct certain operations 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 as the “Upper Tier REMIC”))Issuer. Any inconsistencies Actions by 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 elections. Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes required of the REMIC Provisions. In addition, each Certificate, other than Issuer hereunder may be performed on its behalf by the Class R, Class LTManager or any sub-R, Class X and Class P Certificates, represents (i) manager appointed to act for the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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, 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. 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 DateIssuer.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Xxxxxx Brothers Holdings Inc. (the “Seller, ”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)P Certificates) 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 “alternative, REMIC 1,” “I and REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”II, respectively)). 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 elections. Each Certificate, other than the Class P or Class R and Class LT-R CertificatesCertificate, represents ownership of a one or more regular interest interests in the Upper Tier REMIC II for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and The Class P Certificates, represents (i) Certificates represent interests in the right to receive payments with respect to Trust Fund but are not interests in any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1created hereunder. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2, I and REMIC 3, and the Upper Tier REMIC II for purposes of the REMIC Provisions. The Upper Tier REMIC I REMIC I shall hold as its assets all property of the uncertificated Lower Tier Trust Fund other than the Interests in REMIC 3I and the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class LT3-R interestR-1 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 I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests: REMIC I Class Designation Interest Rate Initial Class Principal Amount Corresponding Class of Certificates LT1-A1 5.50% $107,838,000.00 Class 1-A1 LT1-A2 5.50% $ 85,562,000.00 Class 1-A2 LT1-A3 5.50% $ 15,052,000.00 Class 1-A3 LT1-A4 5.50% $ 8,607,000.00 Class 1-A4 LT2-A1 5.50% $359,761,000.00 Class 2-A1 LT2-A2 5.50% $ 40,538,000.00 Class 2-A2 LT2-A3 5.50% $ 34,000,000.00 Class 2-A3 LT3-A1 6.00% $230,812,000.00 Class 3-A1 LT3-A2 6.00% $ 9,618,000.00 Class 3-A2 LT4-A1 (1) $110,467,000.00 Class 4-A1 LT-AP 0.00% $ 7,499,894.00 Class AP LT-AX (2) (2) Class AX LT-PAX (3) (3) Class PAX LT1-AR 5.50% $ 100.00 Class 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 LT1-GSA (4) $ 89,298.40 N/A LT1-Collateral Group (4) $ 8,840,541.48 N/A LT2-GSA (5) $ 178,096.84 N/A LT2-Collateral Group (5) $ 17,631,586.97 N/A LT3-GSA (6) $ 97,577.76 N/A LT3-Collateral Group (6) $ 9,660,198.17 N/A LT4-GSA (1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC ) $ 44,832.20 N/A LT4-Collateral Group (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. 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.) $ 4,438,387.47 N/A R-1 (7) (7) (7)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, and to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, Trustee and the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap AgreementBasis Risk Reserve Fund, (ii) the Swap AccountAgreement, (iii) the right to receive and Supplemental Interest Trust, (iv) the Class 3-A1A Cap Agreement, (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative “”): Pooling REMIC 1,” “, Lower-Tier REMIC 2,” “1, Middle-Tier REMIC 3,” 1, and “Upper-Tier REMIC 4” (1. Pooling REMIC 4 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also being referred to issue the Class LT-R Certificate, which is hereby designated as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities sole residual interest in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such Pooling REMIC elections1. Each Certificateuncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class R and Class LTLT1-R CertificatesInterest, represents ownership of is hereby designated as a REMIC regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfallsinterest. The Class LTLT1-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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 the sole residual interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower 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, 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. 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 Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Securities Administrator shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)Additional Collateral) be treated for federal income tax purposes as comprising four three real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, “Lower-Tier REMIC 1,” ”, “Lower-Tier REMIC 2,” “REMIC 3,” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier Upper-Tier” or “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 elections. Each Certificate, other than the Class R and Class LTA-R CertificatesCertificate, represents shall 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 LTUpper-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the several classes of uncertificated Lower Lower-Tier REMIC Interests in Lower-Tier REMIC 3, 1 and Lower-Tier REMIC 2 (other than the Class LT3LT1-A-R interest, and each such Lower LT2-A-R Interests). Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Aggregate Pool I (except for any related Additional Collateral). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Pool 6 (except for any related Additional Collateral). Each Lower-Tier REMIC 1 Interest (other than the Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 3 for purposes of the 1. Each Lower-Tier REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, 2 Interest (other than the Class LT2-A-R interest, and each such Lower Tier Interest Interest) is hereby designated as a regular interest in the Lower-Tier 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. 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 of all REMIC regular interest interests created in each REMIC created hereby is this Agreement shall be the Latest Possible Maturity Date.. The Lower-Tier REMIC 1 The Lower-Tier REMIC 1 Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 A-5 (0.9% of SP Group 5) (1) (2) 5 B-5 (0.1% of SP Group 5) (1) (2) 5 C-5 (Excess of Group 5) (1) (2) 5

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Supplemental Interest Trust Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) ), the Supplemental Interest Trust, Trust and (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 “REMIC 1,” “REMIC 2,” “REMIC 3,” and “REMIC 4” (and “REMIC 4 also being referred to as the “Upper Tier REMIC”)). 5.” 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 elections. Each Certificate, other than the Class R and R, Class LT-R R, and Class X Certificates, represents ownership of a regular interest in the Upper Tier REMIC 5 for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, REMIC 4 and REMIC 5. REMIC 5 shall hold as assets the Upper uncertificated Lower Tier Interests in REMIC for purposes of 4, other than the Class LT4-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC Provisions4. The Upper Tier REMIC 4 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 Provisions3. 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, 1 and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 3 5 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 Depositor has acquired the Mortgage Loans from the Seller, Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master Servicer, Servicer and the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Securities Administrator shall be made elect that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Additional Collateral and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, assets deposited in the Reserve Fund (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust AssetsProperty”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative alternative, the “REMIC 1Group 1 Lower-Tier REMIC,” the “REMIC 2Group 1 Upper-Tier REMIC,” the “REMIC 3,Group 2 Lower-Tier REMIC” and “REMIC 4” (REMIC 4 also being referred to as the “Upper Group 2 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 elections. Each Group 1 Certificate, other than the Class R 1-AR Certificate and the Class LT1-R CertificatesLTR Certificate, represents ownership of is hereby designated as a regular interest in the Upper Group 1 Upper-Tier REMIC for purposes of the REMIC ProvisionsREMIC, as described herein. In addition, each Certificate, other than of the Class R, Class LT-R, Class X and Class P Certificates, LIBOR Certificates represents (i) the right to receive payments with in respect to any Basis Risk of Net WAC Shortfalls from the related Sub Account of the Reserve Fund as provided in Section 5.02 and Unpaid Basis Risk Shortfalls and (ii) Section 5.06. The owners of the obligation to pay Class I ShortfallsInterest-Only Certificates beneficially own the Sub Accounts that compose the Reserve Fund. The Class LT1-R AR Certificate represents is hereby designated as the sole class of residual interest in the Group 1 Upper-Tier REMIC. The Class 1-LTR Certificate evidences ownership of the sole Class class of residual interest in the Group 1 Lower-Tier REMIC (the “1-LTR Interest”). The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Group 1 Lower-Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3Pool 1 Mortgage Loans and all property of the Trust Fund related thereto, other than the Class LT3Excluded Trust Property and other than the interests in any REMIC formed hereby. Each Group 1 Lower-R interest, and each such Lower Tier Interest other than the 1-LTR Interest is hereby designated as a regular interest in the Group 1 Lower-Tier REMIC 3 for purposes and the 1-LTR Interest is hereby designated as the sole Class of residual interest in the Group 1 Lower-Tier REMIC. The Group 1 Upper-Tier REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Group 1 Lower-Tier Interests in REMIC 2other than the 1-LTR Interest. Each Group 2 Certificate, other than the Class LT22-R interestAR Certificate and the Class 2-LTR Certificate, is hereby designated as a regular interest in the Group 2 Upper-Tier REMIC, as described herein. The Class 2-AR Certificate is hereby designated as the sole class of residual interest in the Group 2 Upper-Tier REMIC. The Class 2-LTR Certificate evidences ownership of the sole class of residual interest in the Group 2 Lower-Tier REMIC (the “2-LTR Interest”). The Group 2 Lower-Tier REMIC shall hold as its assets the Pool 2A, Pool 2B and each such Lower Pool 2C Mortgage Loans and all property of the Trust Fund related thereto, other than the Excluded Trust Property and other than the interests in any REMIC formed hereby. Each Group 2 Lower-Tier Interest other than the 2-LTR Interest is hereby designated as a regular interest in the Group 2 Lower-Tier REMIC and the 2-LTR Interest is hereby designated as the sole Class of residual interest in the Group 2 Lower-Tier REMIC. The Group 2 Upper-Tier REMIC 2 shall hold as its assets the uncertificated Lower Group 2 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 2-LTR Interest. The Lower-Tier REMIC Interests in Group 1 Lower-Tier REMIC 1The following table sets forth (or describes) the Class designation, REMIC 2interest rate, and REMIC 3 and the Excluded Trust Assets. The startup day initial Class Principal Amount for each Class of Group 1 Lower-Tier Interests: Group 1 Lower-Tier REMIC created hereby for purposes Interest Designation Interest Rate Initial Class Principal Amount Corresponding Class of the REMIC Provisions is the Closing Date. In additionCertificate(s) LT-1A1 (1) (3) 1-A1, for purposes of the REMIC Provisions1-AR, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.1-XA LT-1A2 (1) (3) 1-A2, 1-XA LT-1B1 (1) (3) 1-B1, 1-XB LT-1B2 (1) (3) 1-B2, 1-XB LT-1B3 (1) (3) 1-B3 LT-1B4 (1) (3) 1-B4 LT-1B5 (1) (3) 1-B5 LT-1B6 (1) (3) 1-B6 1-LTR (2) (2) 1-LTR __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Seller issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the Mortgage Loan Sale Agreement and by aggregate the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterpartyentire beneficial interest in REMIC II. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each CertificateThe Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated May 20, 2004, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated May 24, 2004. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R and Class LT-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 LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, Residual Interests and the Upper Tier Certificates: REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier I 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, 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. The startup day Designation for each REMIC created hereby for purposes I Regular Interest and the Class Certificate Initial Class R-1 Residual Type 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 Interest Principal Interest Interest Rate (1) Balance Final Maturity Date.* ---------------------- ------------ -------------------- -------------------- ------------------------ Class C-Y-1 Regular 5.250% $ 27,092.76 June 2019 Class C-Y-2 Regular 5.000% 51,161.38 June 2034 Class C-Y-3 Regular 5.500% 66,368.58 June 2034 Class C-Y-4 Regular 6.000% 89,056.54 June 2034 Class C-Z-1 Regular 5.250% 54,158,431.46 June 2019 Class C-Z-2 Regular 5.000% 102,271,591.50 June 2034 Class C-Z-3 Regular 5.500% 134,104,945.02 June 2034 Class C-Z-4 Regular 6.000% 179,948,442.79 June 2034 Class C-X-M Regular 5.500%(2) ----- June 2034 Class V-X-M Regular 5.000%(2) ----- June 2019 Class C-P-M Regular (3) 1,805,856.36 June 2019 Class R-1+ Residual 5.500% 100.00 June 2034

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, Trustee and the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap AgreementBasis Risk Reserve Fund, (ii) the Swap Class X Account, (iii) the right to receive and Swap Agreement, (iv) the Supplemental Interest Trust (v) the obligation to pay Class I Shortfalls, and (vi) the rights to receive (and the obligations to pay) Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each each, a “REMIC” or, in the alternative “”): Pooling REMIC 1,” “, Lower-Tier REMIC 2,” “1, Middle-Tier REMIC 3,” 1, and “Upper-Tier REMIC 4” (1. Pooling REMIC 4 1 shall hold the assets of the Trust Fund, other than any Excluded Trust Assets, and shall issue several uncertificated interests and shall also being referred to issue the Class LT-R Certificate, which is hereby designated as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities sole residual interest in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such Pooling REMIC elections1. Each Certificateuncertificated interest in Pooling REMIC 1 is hereby designated as a REMIC regular interest. Lower-Tier REMIC 1 shall hold the uncertificated interests issued by Pooling REMIC 1 and shall issue several uncertificated interests. Each such interest, other than the Class R and Class LTLT1-R CertificatesInterest, represents ownership of is hereby designated as a REMIC regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfallsinterest. The Class LTLT1-R Certificate represents ownership of the sole Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3, 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 the sole residual interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower 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, 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. 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 Depositor has acquired the Initial Mortgage Loans from the Seller, and at the Closing Date is the owner of the Initial Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Initial Mortgage Loans Loans, the Pre-Funding Amount and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) the Swap AgreementPre-Funding Accounts, (ii) the Swap Account, Basis Risk Reserve Fund and (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls Agreement (collectively, the “Excluded Trust AssetsProperty”)) 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 “alternative, REMIC 1,” “1 and REMIC 2,” “; REMIC 3,” and “REMIC 4” (REMIC 4 2 also being referred to 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 elections. Each Certificate, other than the Class X Certificates and the Class R and Class LT-R Certificates, Certificate represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class X Certificates represent ownership of two regular interests in the Upper Tier REMIC as described in note 14 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) from the obligation Basis Risk Reserve Fund pursuant to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1Section 5.06. The Class R Certificate represents ownership of the sole Class of residual interest in each of 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 several Classes of uncertificated Lower Tier Interests in REMIC 3, 1 other than the Class LT3LT-R interestInterest, 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, 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, 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 AssetsProperty. 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.. REMIC 1 The following table sets forth (or describes) the class designation, interest rate, and initial Class Principal Amount for each class of Lower Tier Interests in REMIC 1. REMIC 1 REMIC 1 Lower Tier Lower Tier Initial Corresponding Class of Class Designation Interest Rate Class Principal Amount Certificate(s) LT-A1 (1) $ 112,720,750.00 A1 LT-A2 (1) $ 25,475,750.00 A2 LT-A3 (2) $ 53,720,750.00 A3 LT-A4 (2) $ 23,326,750.00 A4 LT-A5 (2) $ 16,050,750.00 A5 LT-A6 (3) $ 8,008,000.00 A6 LT-M1 (3) $ 9,609,500.00 M1 LT-M2 (3) $ 7,073,750.00 M2 LT-M3 (3) $ 2,802,750.00 M3 LT-M4 (3) $ 2,135,500.00 M4 LT-M5 (3) $ 2,535,750.00 M5 LT-M6 (3) $ 934,250.00 M6 LT-M7 (3) $ 1,201,250.00 X0 XX-Xxxx-0-XXX (1) $ 851,658.58 N/A LT-Pool-1-N (5) $ 179,927,770.48 N/A LT-Pool-2-PSA (2) $ 573,741.38 N/A LT-Pool-2-N (5) $ 121,211,577.65 N/A LT-Q (3) $ 499,558,748.10 N/A LT-R (4) (4) R _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc. and Xxxxxx Brothers Bank, FSB (each, a "Seller, ") and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty Certificates. The Depositor and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Credit Risk Manager Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Trustee shall be made elect that the Trust Fund (exclusive of (i) amounts payable in respect of the Swap Agreement, (ii) the Swap Account, (iii) the right to receive Class E and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)P Certificates) 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,” “I, REMIC 2,” “II, REMIC 3,” III and “REMIC 4” (REMIC 4 also being referred to as the “Upper Tier REMIC”IV, respectively)). 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 elections. Each Certificate, other than the a Class E, a Class P or Class R and Class LT-R CertificatesCertificate, represents ownership of a one or more regular interest interests in the Upper Tier REMIC IV for purposes of the REMIC Provisions. In addition, each Certificate, other than the The Class R, Class LT-R, Class X P and Class P Certificates, represents (i) E Certificates will represent interests in the right to receive payments with respect to Trust Fund but are not interests in any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1created hereunder. The Class R Certificate represents ownership of the sole Class class of residual interest in each of REMIC 2I, REMIC 3II, REMIC III and the Upper Tier REMIC IV for purposes of the REMIC Provisions. The Upper Tier REMIC I REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in any REMIC formed hereby, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC II shall hold as assets the several classes of uncertificated Lower Tier Interests in REMIC 3I Interests, other than the Class LT3-R interestR-1 Interest, and each set out below. Each such Lower Tier Interest REMIC I Interest, other than the Class R-1 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 I. The following table specifies the Class LT2-R interestdesignation, interest rate, 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. The startup day initial Class Principal Amount for each Class of REMIC created hereby for purposes of the I Interests: 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.I Class Designation Interest Rate Initial Class Principal Amount LT1-Pool 1 6.25% $ 299,048,865.75

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller, Sponsor and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor's transfer to the Trust Fund Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust FundFund relating to the Certificates. All covenants and agreements made by the Seller Sponsor in the Mortgage Loan Sale Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Master ServicerTrustee, the Securities Administrator Administrator, the Company and the Trustee Master Servicer herein with respect to the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap Counterparty and the Cap CounterpartyCertificates. The Depositor, the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Company and the Credit Risk Manager Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, an election the Securities Administrator shall be made elect that the Trust Fund (exclusive be treated for federal income tax purposes as consisting of (i) the Swap Agreementthree real estate mortgage investment conduits, (ii) the Swap Accountright to receive payments distributable to the Class P Certificates, (iii) the right to receive Corridor Contract and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk ShortfallsCorridor Contract Account, (iv) the Basis Risk Reserve Fund, grantor trusts described in Section 9.12 hereof and (v) the Supplemental Interest Trust, which in turn will hold the Swap Agreement. The SWAP REMIC will consist of all of the assets constituting the Trust Fund (vi) other than the Interest Rate Cap Agreementassets described in clauses (ii), (viiiii), (iv) the Interest Rate Cap Account and (viiiv) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”)) 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 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 elections. Each Certificateabove, other than the SWAP REMIC Regular Interests and other than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the SWAP REMIC) and the Class R SWR Interest as the single "residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LT-R Certificates, represents ownership LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of a the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interest interests" in the Upper Tier REMIC for purposes of REMIC) and the REMIC Provisions. In addition, each Certificate, other than Residual Interest as the Class R, Class LT-R, Class X and Class P Certificates, represents (i) single "residual interest" in the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole Class of residual interest in REMIC 1Upper Tier REMIC. The Class R Certificate represents will represent beneficial ownership of the sole Class of residual interest in each of REMIC 2SWR Interest, 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, LTR 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, 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. 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