Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each The Class X Certificate and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2A-2A, Class LT-A-3, Class LT-A-4A-2B, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates Offered Certificate represents a beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent Certificate represents beneficial ownership of a regular interest in the Upper Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------------------ ----------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans(4) Class LT-R (5) (5) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class --------------------------------------------------------------------------------------------------------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 initial principal balance Class LT-A-4 (1) 1/2 initial Corresponding Upper Tier REMIC A-4 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 initial principal balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 initial principal balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC B-3 initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans(4) Class LT-R (5) (5) ------------------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Each Principal Certificate represents a beneficial ownership of a regular interest in the Prepayment Charges, each Upper-Tier REMIC and the right to receive Basis Risk Carry Forward Amounts and the Class of LIBOR Certificates X Certificate represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. In addition, the Retained Yield shall not be an asset of either Trust REMIC but shall be held by a portion of the Trust Fund treated as a grantor trust. Lower-Tier Corresponding Interest Lower-Tier Initial Lower-Tier Principal Upper-Tier Designation Interest Rate Amount REMIC Class ----------------- ---------------- ------------------------------ ------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper-Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper-Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper-Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper-Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2 Overcollateralized Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-A-5, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ------------------- ------------- ---------------------------- -------------- Class LT-A-1 (1) 1/2 Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 Corresponding Upper Tier A-2 REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 Corresponding Upper Tier A-3 REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 Corresponding Upper Tier A-4 REMIC Class initial Class Certificate Balance Class LT-A-5 (1) 1/2 Corresponding Upper Tier A-5 REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5) ------------

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two [two] segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two [two] REMICs (each, a "“REMIC" ” or, in the alternative, the [Lower Tier Tier] REMIC and the [Upper Tier Tier] REMIC, respectively). Each Class of Certificates (other than the Class P [P] and Class R [R] Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carryover Amounts and the right of the Class X [X] Certificates to receive payments from [the Interest Rate Cap Agreements], represents ownership of a regular interest in the [Upper Tier Tier] REMIC for purposes of the REMIC Provisions. The Class R [R] Certificate represents ownership of the sole class Class of residual interest in each of the [Lower Tier Tier] REMIC and the [Upper Tier Tier] REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The [Upper Tier Tier] REMIC shall hold as assets the several classes Classes of uncertificated [Lower Tier Tier] REMIC Regular Interests, set out below. Each such [Lower Tier Tier] REMIC Regular Interest is hereby designated as a regular interest in the [Lower Tier Tier] REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P [P] Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates [and the Class [ ] Certificates] represents beneficial ownership of a regular interest in the [Upper Tier REMIC Tier] REMIC, and the right to receive Basis Risk CarryForward Carryover Amounts in the case of the LIBOR Certificates, and the Class X [X] Certificates represent beneficial ownership of a regular interest in the [Upper Tier Tier] REMIC, [the Excess Reserve Fund Account Account] and [the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.]. Class [ ] (1) [ ] [ ]

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund, other than the Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each, each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC," and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC REMIC, the Middle Tier REMIC, and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-AR Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LTR-AR Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (except for the Supplemental Loan Account and Capitalized Interest Account). Each such Lower Tier Regular REMIC Interest (other than the Class LTR-AR Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Each Middle Tier REMIC Interest (other than the Class LTMTR-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are AR Interest) is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in the Upper Middle Tier REMIC. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The following table specifies the class designation, interest rate, and principal amount for each class of Lower Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Interests: Lower Tier REMIC Interests Lower Tier REMIC A Initial Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Class Designation Principal Balance Class Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.Rate

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carryover Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carryover Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Lower Tier REMIC Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------- ------------- Class LT-I-A-1 (1) 1/4 Corresponding Upper Tier I-A-1 REMIC Regular Interest initial Class Principal Balance Class LT-I-A-2 (1) 1/4 Corresponding Upper Tier I-A-2 REMIC Regular Interest initial Class Principal Balance Class LT-II-A-1 (1) 1/4 Corresponding Upper Tier II-A-1 REMIC Regular Interest initial Class Principal Balance Class LT-II-A-2 (1) 1/4 Corresponding Upper Tier II-A-2 REMIC Regular Interest initial Class Principal Balance Class LT-II-A-3 (1) 1/4 Corresponding Upper Tier II-A-3 REMIC Regular Interest initial Class Principal Balance Class LT-II-A-4 (1) 1/4 Corresponding Upper Tier II-A-4 REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-M-4 (1) 1/4 Corresponding Upper Tier M-4 REMIC Regular Interest initial Class Principal Balance Class LT-M-5 (1) 1/4 Corresponding Upper Tier M-5 REMIC Regular Interest initial Class Principal Balance Class LT-M-6 (1) 1/4 Corresponding Upper Tier M-6 REMIC Regular Interest initial Class Principal Balance Class LT-M-7 (1) 1/4 Corresponding Upper Tier M-7 REMIC Regular Interest initial Class Principal Balance Class LT-M-8 (1) 1/4 Corresponding Upper Tier M-8 REMIC Regular Interest initial Class Principal Balance Class LT-M-9 (1) 1/4 Corresponding Upper Tier M-9 REMIC Regular Interest initial Class Principal Balance Class LT-M-10 (1) 1/4 Corresponding Upper Tier M-10 REMIC Regular Interest initial Class Principal Balance Class LT-M-11 (1) 1/4 Corresponding Upper Tier M-11 REMIC Regular Interest initial Class Principal Balance Class LT-M-12 (1) 1/4 Corresponding Upper Tier M-12 REMIC Regular Interest initial Class Principal Balance Class LT-M-13 (1) 1/4 Corresponding Upper Tier M-13 REMIC Regular Interest initial Class Principal Balance Class LT-M-14 (1) 1/4 Corresponding Upper Tier M-14 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Overcollateralization Amount Class LT- (1) 0.01% initial N/A Group I(SUB) Group Subordinate Amount of the Group I Mortgage Loans Class LT- (2) 0.01% initial aggregate N/A Group I Stated Principal Balance of the Group I Mortgage Loans Class LT- (1) 0.01% initial N/A Group II(SUB) Group Subordinate Amount of the Group II Mortgage Loans Class LT- (3) 0.01% initial aggregate N/A Group II Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated N/A Principal Balance of the Mortgage Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of Class LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) N/A

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each The Class X Certificate and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement), represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2A-2A, Class LT-A-3, Class LT-A-4A-2B, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates Offered Certificate represents a beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent Certificate represents beneficial ownership of a regular interest in the Upper Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier REMIC Class Designation Interest Rate Principal Amount Class ----------------- ------------- -------------------------- ---------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 initial Corresponding A-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 initial Corresponding A-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2Subordinated Amount, less aggregate initial Lower Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans(4) Class LT-R (5) (5) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1A, Class LT-A-2A-1B, Class LT-A-3A-2A, Class LT-A-4A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class -------------------------- ---------------------- -------------------------------------------- --------------------- Class LT-A-1A (1) 1/2 initial Corresponding Upper Tier REMIC A-1A Class initial Class Certificate Balance Class LT-A-1B (1) 1/2 initial Corresponding Upper Tier REMIC A-1B Class initial Class Certificate Balance Class LT-A-2A (1) 1/2 initial Corresponding Upper Tier REMIC A-2A Class initial Class Certificate Balance Class LT-A-2B (1) 1/2 initial Corresponding Upper Tier REMIC A-2B Class initial Class Certificate Balance Class LT-A-2C (1) 1/2 initial Corresponding Upper Tier REMIC A-2C Class initial Class Certificate Balance Class LT-A-2D (1) 1/2 initial Corresponding Upper Tier REMIC A-2D Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier REMIC M-4 Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier REMIC M-5 Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier REMIC M-6 Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC B-3 Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5) ------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. LOWER TIER INITIAL LOWER TIER CORRESPONDING UPPER LOWER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT TIER REMIC CLASS ----------------------------- --------------- ------------------------------------------ --------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interests in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 M and Class LT-B-3 Interests B are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER LATEST POSSIBLE CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC CLASS MATURITY DATE ----------------- ------------- ------------------------------------------ ------------ ---------------- Class LT-A (1) 1/2 initial Corresponding Upper Tier REMIC A January 25, 2033 initial principal balance Class LT-M (1) 1/2 initial Corresponding Upper Tier REMIC M January 25, 2033 initial principal balance Class LT-B (1) 1/2 initial Corresponding Upper Tier REMIC B January 25, 2033 initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus 1/2 Subordinated Amount January 25, 2033 Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund, other than the Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each, each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC," and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-A-R Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Supplemental Loan Account and Capitalized Interest Account). Each such Lower Tier Regular REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Each Middle Tier REMIC Interest (other than the Class LTMTR-A-1, Class LTA-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are R Interest) is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Middle Tier REMIC, . The latest possible maturity date of all REMIC regular interests created herein shall be the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions Latest Possible Maturity Date. The following table sets forth characteristics of the Trust Fund Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be treated as issuable (except that one Certificate of each Class of Certificates may be issued in a grantor trust.different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ---------------------------------------------------------------------------------------------------------------- Integral Initial Class Pass-Through Multiples Certificate Rate Minimum in Excess of Class Designation Balance (per annum) Denomination Minimum ---------------------------------------------------------------------------------------------------------------- Class 1-A-1 $72,923,000.00 5.25% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 1-A-2 $41,600,000.00 5.25% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 1-A-3 $12,971,000.00 5.25% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 1-X (1) (2) $25,000.00(3) $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-1 $110,000,000.00 5.00% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-2 $23,526,000.00 5.00% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-3 $37,177,000.00 5.00% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-4 $140,000.00 5.00% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-5 $5,150,000.00 5.00% $1,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-6 $5,150,000.00 5.00% $1,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-7 $5,150,000.00 5.00% $1,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-8 $5,150,000.00 5.00% $1,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-9 $5,150,000.00 5.00% $1,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-10 $26,780,000.00 4.75% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-11 $4,103,000.00 5.00% $1,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-12 $22,747,000.00 5.00% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-13 $2,528,000.00 5.00% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-A-14 (4) 5.00% $25,000.00(3) $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 2-X (5) (6) $25,000.00(3) $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 3-A-1 $261,432,000.00 4.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 3-A-2 $85,781,000.00 4.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 3-A-3 $12,580,000.00 4.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 3-X (7) (8) $25,000.00(3) $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 4-A-1 $310,000,000.00 4.50% $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 4-A-2 $57,354,750.00 (9) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class 4-A-3 $44,609,250.00 (10) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- Integral Initial Class Pass-Through Multiples Certificate Rate Minimum in Excess of Class Designation Balance (per annum) Denomination Minimum ---------------------------------------------------------------------------------------------------------------- Class 4-X (11) (12) $25,000.00(3) $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class PO $551,462.00 (13) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class A-R(14) $100.00 5.25% (15) (15) ---------------------------------------------------------------------------------------------------------------- Class M $10,548,000.00 (16) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class B-1 $3,516,000.00 (16) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class B-2 $1,758,000.00 (16) $25,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class B-3 $1,172,000.00 (16) $100,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class B-4 $586,000.00 (16) $100,000.00 $1,000.00 ---------------------------------------------------------------------------------------------------------------- Class B-5 $1,758,484.00 (16) $100,000.00 $1,000.00 ----------------------------------------------------------------------------------------------------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC" and the "Upper Tier REMIC", respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCertificate, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R and Class LT-R comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4A, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership Lower Tier REMIC shall hold as assets all of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest assets included in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Trust Fund other than the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions . LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER CORRESPONDING LATEST POSSIBLE MATURITY DESIGNATION INTEREST RATE PRINCIPAL AMOUNT CLASS DATE ----------- ------------- ---------------- ----- ---- Class LT-A (1) 1/2 of the Trust Fund shall be treated as a grantor trust.Class A April 25, 2034 Corresponding Class initial principal balance Class LT-M-1 (1) 1/2 of the Class M-1 April 25, 2034 Corresponding Class initial principal balance Class LT-M-2 (1) 1/2 of the Class M-2 April 25, 2034 Corresponding Class initial principal balance Class LT-B-1 (1) 1/2 of the Class B-1 April 25, 2034 Corresponding Class initial principal balance Class LT-B-2 (1) 1/2 of the Class B-2 April 25, 2034 Corresponding Class initial principal balance Class LT-Accrual (1) 1/2 of the Pool Balance April 25, 2034 plus 1/2 of the Overcollateralization Amount Minus $100 Class LT-P (2) $100 Class P April 25, 2034 Class LT-R (3) (3) April 25, 2034

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund, other than the Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each, each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC," and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC REMIC, the Middle Tier REMIC, and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-AR Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LTR-AR Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (except for the Supplemental Loan Account and Capitalized Interest Account). Each such Lower Tier Regular REMIC Interest (other than the Class LTR-AR Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Each Middle Tier REMIC Interest (other than the Class LTMTR-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are AR Interest) is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in the Upper Middle Tier REMIC. The latest possible maturity date of all REMIC regular interests created herein shall be the Latest Possible Maturity Date. The following table specifies the class designation, interest rate, and principal amount for each class of Lower Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Interests: Lower Tier REMIC Interests Lower Tier REMIC A Initial Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Class Designation Principal Balance Class Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.LT-1-P&I (1) 6.75% LT-1-PO $1,941,211.00 (2) LT-2-P&I (3) 7.00% LT-2-PO $1,839,767.00 (2) LT-A-R (4) (4)

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two four segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two four REMICs (each, a "“Trust REMIC" ” or, in the alternative, the Lower “Lower-Tier REMIC REMIC,” the “Upper-Tier REMIC,” the “Class X REMIC” and the Upper Tier “Class P REMIC, respectively”). Each The Class of Certificates (other than X Interest, the Class P Interest and Class R Certificates), other than the right of each Class of LIBOR Certificates and COFI Certificates (exclusive of the right to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the Lower sole class of residual interest in the Lower-Tier REMIC and the Upper Tier Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC and Class P REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Class X REMIC shall hold as its assets the Class X Interest and the Class P REMIC shall hold as its assets the Class P Interest, in each case, as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of “Trust Fund” herein (other than the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LTLT-1-A-1, Class LTLT-2-A-1, Class LT-2-A-2, Class LTLT-2-A-3, Class LTLT-3-A-4A-1, Class LT-3-A-2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1M-4, Class LT-B-2 M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8 and Class LT-B-3 M-9 Interests are hereby designated the LT LT-Accretion Directed Classes (the "“LT Accretion Directed Classes"”). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Each Class of LIBOR Certificates and COFI Certificates represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Amounts Carry Forward Amounts, the Class P Certificates represent beneficial ownership of a regular interest in the Class P REMIC, and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class X REMIC and the Excess Reserve Fund Account Account. The Lower-Tier REMIC Interests will have the Initial Principal Balances and Pass-Through Rates as set forth in the following table: Class LT-1-A-1 (1) ¼ initial Class Principal Balance of Corresponding Upper-Tier REMIC Regular Interest Rate Cap Agreements, which portions 1-A-1 Class LT-1-GSA (1) (2) N/A Class LT-1-Pool (1) (3) N/A Class LT-2-A-1 (4) ¼ initial Class Principal Balance of the Trust Fund shall be treated as a grantor trust.Corresponding Upper-Tier REMIC Regular Interest 2-A-1 Class LT-2-A-3 (4) ¼ initial Class Principal Balance of Corresponding Upper-Tier REMIC Regular Interest 2-A-3 Class LT-2-GSA (4) (5) N/A Class LT-2-Pool (4) (6) N/A Class LT-3-A-1 (7) ¼ initial Class Principal Balance of Corresponding Upper-Tier REMIC Regular Interest 3-A-1 Class LT-3-A-2 (7) ¼ initial Class Principal Balance of Corresponding Upper-Tier REMIC Regular Interest 3-A-2 Class LT-3-GSA (7) (8) N/A Class LT-3-Pool (7) (9) N/A Class LT-Accrual (10) (11) N/A

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1ss, Class LT-A-2A-2ss, LT-A-1mz, Class LT-A-3A-2mz, Class LT-A-4A-3a, Class LT-A-3b, Class LT-A-3c, Class LT-A-3mz, Class LT-M-1, Class LTCl▇▇▇ ▇▇-M-2▇-▇, ▇▇▇▇▇ ▇▇-▇-3, Class LT-M-3M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier REMIC Class Designation Interest Rate Principal Amount Class --------------------- --------------- --------------------------------------- ------------------- Class LT-A-1ss (1) 1/2 initial Corresponding Upper Tier A-1ss REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding Upper Tier A-1mz REMIC Class initial Class Certificate Balance Class LT-A-2ss (1) 1/2 initial Corresponding Upper Tier A-2ss REMIC Class initial Class Certificate Balance Class LT-A-2mz (1) 1/2 initial Corresponding Upper Tier A-2mz REMIC Class initial Class Certificate Balance Class LT-A-3a (1) 1/2 initial Corresponding Upper Tier A-3a REMIC Class initial Class Certificate Balance Class LT-A-3b (1) 1/2 initial Corresponding Upper Tier A-3b REMIC Class initial Class Certificate Balance Class LT-A-3c (1) 1/2 initial Corresponding Upper Tier A-3c REMIC Class initial Class Certificate Balance Class LT-A-3mz (1) 1/2 initial Corresponding Upper Tier A-3mz REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier M-4 REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier M-5 REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier M-6 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (3) Class LT-Group II (4) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (3) Class LT-Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(3) Class LT-R (6) (6)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------------- ------------- Class LT-A-1 (1) 1/4 Corresponding Upper Tier A-1 REMIC Regular Interest initial Class Principal Balance Class LT-A-2 (1) 1/4 Corresponding Upper Tier A-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT-Group I(SUB) (1) 0.01% initial Group Subordinate Amount of the Group I Mortgage Loans Class LT-Group I (2) 0.01% initial aggregate N/A Stated Principal Balance of the Group I Mortgage Loans Class LT-Group II(SUB) (1) 0.01% initial Group N/A Subordinate Amount of the Group II Mortgage Loans Class LT-Group II (3) .01% initial aggregate Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated Principal Balance of the Mortgage Loans, less aggregate Initial Lower-Tier Principal Amounts of Class LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ------------------ ------------- ---------------------------- ------------- Class LT-A-1 (1) 1/2 Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 Corresponding Upper Tier A-2 REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 Corresponding Upper Tier A-3 REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 Corresponding Upper Tier A-4 REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-A-5, Class LT-A-6, Class LT-A-7, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Lower Tier Lower Tier Initial Lower Tier Corresponding Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------------------------------------ ------------------------ Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-1 initial Class Certificate Balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-2 initial Class Certificate Balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-3 initial Class Certificate Balance Class LT-A-4 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-4 initial Class Certificate Balance Class LT-A-5 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-5 initial Class Certificate Balance Class LT-A-6 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-6 initial Class Certificate Balance Class LT-A-7 (1) 1/2 initial Corresponding Upper Tier REMIC Class A-7 initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-1 initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-2 initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-3 initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-4 initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-5 initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier REMIC Class M-6 initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-1 initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-2 initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC Class B-3 initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans(4) Class LT-Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(4) Class LT-R (6) (6) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R and Class LT-R comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4A, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. The Lower Tier REMIC shall hold as assets all of the assets included in the Trust Fund other than Prepayment Charges and the Excess Reserve Fund Account. LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER CORRESPONDING LATEST POSSIBLE MATURITY DESIGNATION INTEREST RATE PRINCIPAL AMOUNT CLASS DATE ---------------------- ---------------- ---------------------- ------------- ------------------------ Class LT-A (1) 1/2 of the Class A March 25, 2033 Corresponding Class initial principal balance Class LT-M-1 (1) 1/2 of the Class M-1 March 25, 2033 Corresponding Class initial principal balance Class LT-M-2 (1) 1/2 of the Class M-2 March 25, 2033 Corresponding Class initial principal balance Class LT-B-1 (1) 1/2 of the Class B-1 March 25, 2033 ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇pal balance Class LT-B-2 (1) 1/2 of the Class B-2 March 25, 2033 ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇pal balance Class LT-Accrual (1) 1/2 of the Pool Stated March 25, 2033 Principal Balance plus 1/2 of the Subordinated Amount Class LT-IO (2) (3) February 25, 2003 Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund (each, other than the Corridor Contracts and the Corridor Contract Reserve Fund) will consist of three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC" and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents will represent ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-A-R Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Corridor Contracts and the Corridor Contract Reserve Fund). Each such Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC and each Lower Tier Regular REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMICREMIC . The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated latest possible maturity date of all REMIC regular interests created herein shall be the LT Accretion Directed Classes (the "LT Accretion Directed Classes")Latest Possible Maturity Date. The Class P Certificates represent beneficial ownership following table sets forth characteristics of the Prepayment ChargesMaster REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of LIBOR Certificates represents beneficial ownership may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): Pass-Through Integral Multiples Initial Class Rate Minimum in Excess of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class Designation Certificate Balance (per annum) Denomination Minimum ----------------- ------------------- ----------- ------------ ------- Class 1-A-1 $105,000,000.00 (1) $25,000.00 $1,000.00 Class 1-A-2 105,000,000.00 (2) (3) $25,000.00(4) $1,000.00(4) Class 1-A-3 $131,298,000.00 6.00% $25,000.00 $1,000.00 Class 1-A-4 $15,733,000.00 6.00% $1,000.00 $1,000.00 Class 1-A-5 $29,463,000.00 6.00% $25,000.00 $1,000.00 Class 1-A-6 $958,000.00 6.00% $25,000.00 $1,000.00 Class 2-A-1 $25,000,000.00 (5) $25,000.00 $1,000.00 Class 2-A-2 $25,000,000.00(6) (7) $25,000.00(4) $1,000.00(4) Class 2-A-3 $25,271,000.00 5.50% $25,000.00 $1,000.00 Class 2-A-4 $1,701,000.00 5.50% $1,000.00 $1,000.00 Class 1-X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.$279,295,806.00 (8) (9) $25,000.00(4) $1,000.00(4) Class 2-X $54,867,122.00 (10) (11) $25,000.00(4) $1,000.00(4) Class PO $941,417.00 (12) $25,000.00 $1,000.00 Class A-R(13) $100.00 6.00% (14) (14) Class M-1 $8,462,000.00 (15) $25,000.00 $1,000.00 Class M-2 $5,041,000.00 (15) $25,000.00 $1,000.00 Class B-1 $3,780,000.00 (15) $25,000.00 $1,000.00 Class B-2 $2,880,000.00 (15) $25,000.00 $1,000.00 Class B-3 $1,800,000.00 (15) $100,000.00 $1,000.00 Class B-4 $1,441,000.00 (15) $100,000.00 $1,000.00 Class B-5 $1,260,142.26 (15) $100,000.00 $1,000.00 ------------------------------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1A, Class LT-A-2A-1B, Class LT-A-3A-2A, Class LT-A-4A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------------- ------------- Class LT-A-1A (1) 1/4 Corresponding Upper Tier A-1A REMIC Regular Interest initial Class Principal Balance Class LT-A-1B (1) 1/4 Corresponding Upper Tier A-1B REMIC Regular Interest initial Class Principal Balance Class LT-A-2A (1) 1/4 Corresponding Upper Tier A-2A REMIC Regular Interest initial Class Principal Balance Class LT-A-2B (1) 1/4 Corresponding Upper Tier A-2B REMIC Regular Interest initial Class Principal Balance Class LT-A-2C (1) 1/4 Corresponding Upper Tier A-2C REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-4 (1) 1/4 Corresponding Upper Tier B-4 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT- (1) 0.01% initial Group N/A Group I(SUB) Subordinate Amount of the Group I Mortgage Loans Class LT- (2) 0.01% initial aggregate N/A Group I Stated Principal Balance of the Group I Mortgage Loans Class LT- (1) 0.01% initial Group N/A Group II(SUB) Subordinate Amount of the Group II Mortgage Loans Class LT- (3) 0.01% initial aggregate N/A Group II Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated N/A Principal Balance of the Mortgage Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of Class LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) N/A ------------------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class ------------------------ ------------------- ------------------------------------------ ------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 initial principal balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier REMIC M-3 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 initial principal balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier REMIC B-3 initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less $2,000 Class LT-Group I (2) $1,042.92 (4) Class LT-Group II (3) $957.08 (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "Trust REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Interest and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of "Trust Fund" herein (other than the Prepayment Premiums, the Corridor Agreements and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1A-1A, Class LT-A-2A-1B, Class LT-A-3A-2A, Class LT-A-4A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class X Certificates represent beneficial ownership of the Class X Interest, the Excess Reserve Fund Account and the Corridor Agreements, the Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, and each Class of LIBOR Certificates Certificate represents a beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsCarry Forward Amounts, which portions of the Trust Fund shall be treated as a grantor trust.. Lower-Tier REMIC Corresponding Lower-Tier Regular Lower-Tier Initial Lower-Tier Principal Upper-Tier Interest Designation Interest Rate Amount Regular Interest ---------------------- ------------- ---------------------------- ---------------- Class LT-A-1A (1) 1/2 initial Class Certificate A-1A Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-1B (1) 1/2 initial Class Certificate A-1B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2A (1) 1/2 initial Class Certificate A-2A Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2B (1) 1/2 initial Class Certificate A-2B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2C (1) 1/2 initial Class Certificate A-2C Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2D (1) 1/2 initial Class Certificate A-2D Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate M-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate M-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate M-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate B-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate B-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate B-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-4 (1) 1/2 initial Class Certificate B-4 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount, less aggregate initial Lower-Tier Principal Amount of Class LT Group I and Class LT Group II Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1A, Class LT-A-2A-1B, Class LT-A-3A-2A, Class LT-A-4A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------- ------------- Class LT-A-1A (1) 1/4 Corresponding Upper Tier A-1A REMIC Regular Interest initial Class Principal Balance Class LT-A-1B (1) 1/4 Corresponding Upper Tier A-1B REMIC Regular Interest initial Class Principal Balance Class LT-A-2A (1) 1/4 Corresponding Upper Tier A-2A REMIC Regular Interest initial Class Principal Balance Class LT-A-2B (1) 1/4 Corresponding Upper Tier A-2B REMIC Regular Interest initial Class Principal Balance Class LT-A-2C (1) 1/4 Corresponding Upper Tier A-2C REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-4 (1) 1/4 Corresponding Upper Tier B-4 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT- (1) 0.01% initial Group N/A Group I(SUB) Subordinate Amount of the Group I Mortgage Loans Class LT- (2) 0.01% initial aggregate N/A Group I Stated Principal Balance of the Group I Mortgage Loans Class LT- (1) 0.01% initial Group N/A Group II(SUB) Subordinate Amount of the Group II Mortgage Loans Class LT- (3) 0.01% initial aggregate N/A Group II Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated N/A Principal Balance of the Mortgage Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of Class LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) N/A

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ------------------ ------------- ---------------- ----------- Class LT-A-1 (1) 1/2 Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 Corresponding Upper Tier A-2 REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 Corresponding Upper Tier A-3 REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 Corresponding Upper Tier A-4 REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 Corresponding Upper Tier M-4 REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 Corresponding Upper Tier M-5 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR LIBOR/Fixed Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR LIBOR/Fixed Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1A, Class LT-A-2A-1B, Class LT-A-3A-2A, Class LT-A-4A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 Interests B-4 interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Upper Tier Lower Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------------- --------------- Class LT-A-1A (1) 1/4 Corresponding Upper Tier A-1A REMIC Regular Interest initial Class Principal Balance Class LT-A-1B (1) 1/4 Corresponding Upper Tier A-1B REMIC Regular Interest initial Class Principal Balance Class LT-A-2A (1) 1/4 Corresponding Upper Tier A-2A REMIC Regular Interest initial Class Principal Balance Class LT-A-2B (1) 1/4 Corresponding Upper Tier A-2B REMIC Regular Interest initial Class Principal Balance Class LT-A-2C (1) 1/4 Corresponding Upper Tier A-2C REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-4 (1) 1/4 Corresponding Upper Tier B-4 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT-Group I(SUB) (1) 0.01% initial Group Subordinate Amount of the Group I Mortgage Loans Class LT-Group I (2) 0.01% initial aggregate N/A Stated Principal Balance of the Group I Mortgage Loans Class LT-Group II(SUB) (1) 0.01% initial Group N/A Subordinate Amount of the Group II Mortgage Loans Class LT-Group II (3) 0.01% initial aggregate Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated Principal Balance of the Mortgage Loans, less aggregate Initial Lower Tier REMIC Principal Amounts of Class LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) ------------

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, a "“Trust REMIC" ” or, in the alternative, the Lower “Lower-Tier REMIC REMIC”, the “Upper-Tier REMIC” and the Upper Tier “Class X REMIC”, respectively). Each The Class X Interest and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the Lower sole class of residual interest in the Lower-Tier REMIC and the Upper Tier Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Class X REMIC shall hold as assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of “Trust Fund” herein (other than the Prepayment Premiums and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1AV-1, Class LT-A-2AF-2, Class LT-A-3AF-3, Class LT-A-4AF-4, Class LT-AF-5, Class LT-AF-6, Class LT-AF-7, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT LT-Accretion Directed Classes (the "“LT Accretion Directed Classes"”). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates (other that the Class P, Class X and Residual Certificates) represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class X REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. Class LT-AV-1 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AV-1 Class LT-AF-2 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-2 Class LT-AF-3 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-3 Class LT-AF-4 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-4 Class LT-AF-5 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-5 Class LT-AF-6 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-6 Class LT-AF-7 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest AF-7 Class LT-M-1 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-1 Class LT-M-2 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-2 Class LT-M-3 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-3 Class LT-M-4 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-4 Class LT-M-5 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-5 Class LT-M-6 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest M-6 Class LT-B-2 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-2 Class LT-B-3 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-3 Class LT-B-4 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Interest B-4

PRELIMINARY STATEMENT. The Trustee As provided herein, the Trust Administrator shall elect that two segregated asset pools within the Trust Fund (exclusive of any Prepayment Penalties) be treated for federal income tax purposes as comprising two REMICs four real estate mortgage investment conduits (each, each a "“REMIC" ” or, in the alternative, the Lower Tier “Subsidiary REMIC 1,” “Subsidiary REMIC 2,” “Middle REMIC 1,” and the Upper Tier “Master REMIC, respectively”). Each Class of Certificates (Certificates, other than the Class P AR and Class R AR-L Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class R Certificate represents AR Certificates represent ownership of the sole class of residual interest in each of the Lower Tier Middle REMIC 1 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Startup Day Class AR-L Certificates represent ownership of the sole class of residual interest in Subsidiary REMIC 1 and Subsidiary REMIC 2 for each purposes of the REMIC described herein is the Closing DateProvisions. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier Master REMIC shall hold as its assets the several classes of uncertificated Lower Middle Tier Regular InterestsInterests in Middle REMIC 1 other than the Class MT1-R Interest, set out below. Each and each such Lower Middle Tier Regular Interest is hereby designated as a regular interest in Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier REMIC. The Interests in Subsidiary REMIC 1 and Subsidiary REMIC 2, other than the Class LTLT1-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 R and Class LTLT2-B-3 Interests are R Interests, and each such Lower Tier Interest is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in a Subsidiary REMIC. Subsidiary REMIC 1 shall hold as its assets the Upper Tier Mortgage Loans in Loan Group I and Loan Group IV, and all collections and accounts related thereto. Subsidiary REMIC 2 shall hold as its assets the Mortgage Loans in Loan Group II, Loan Group III and Loan Group V, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the right to receive Basis Risk CarryForward Amounts and REMIC Provisions is the Class X Certificates represent beneficial ownership Closing Date. In addition, for purposes of a the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Upper Tier REMICDistribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date. The following table sets forth (or describes) the class designation, the Excess Reserve Fund Account interest rate, and the initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 1: Subsidiary REMIC 1 Interest Initial Principal Balance Interest Rate Cap Agreements, which portions Corresponding Class of the Trust Fund shall be treated as a grantor trust.Master REMIC Certificates LT1-Grp I (1) 5.50% N/A(9) LT1-I-X (2) (2) A-X LT1-I-PO (3) (4) A-P LT1-IV-X (6) (6) A-X LT1-IV-PO (7) (4) A-P LT1-R (8) (8) N/A ________________

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest of the Trust Fund created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement. The Trustee shall elect that two segregated asset pools within the Trust Fund (exclusive of (i) the Reserve Fund, (ii) the Servicer Prepayment Charge Payment Amounts, (iii) the Swap Account, (iv) the Interest Rate Swap Agreement and (v) the right of the Class A Certificates and Mezzanine Certificates to receive Net WAC Rate Carryover Amounts, subject to the obligation to pay Class CE Shortfall Amounts) be treated for federal income tax purposes as comprising two REMICs (each, a "Trust REMIC" or, in the alternative, the "Lower Tier REMIC REMIC" and the "Upper Tier REMIC", respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X A Certificates to receive payments from the Interest Rate Cap Agreements, represents and Mezzanine Certificates represent ownership of a regular interest in the Upper Tier REMIC and the right to receive Net WAC Carryover Amounts and the obligation to pay Class CE Shortfall Amounts, for purposes of the REMIC Provisions. The Class CE Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Reserve Fund, the Swap Account, the Interest Rate Swap Agreement, the right to receive Class CE Shortfall Amounts and the obligation to pay Net WAC Rate Carryover Amounts, which portions of the Trust Fund shall be treated as a grantor trust. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each Trust REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.10. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2A-2A, Class LT-A-3A-2B, Class LT-A-4A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1M-4, Class LT-B-2 M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8, Class LT-M-9, Class LT-M-10, and Class LT-B-3 M-11 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Lower Tier REMIC and shall hold as assets the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions assets of the Trust Fund shall be treated as a grantor trust(exclusive of (i) the Reserve Fund, (ii) the Servicer Prepayment Charge Payment Amounts, (iii) the Swap Account, (iv) the Interest Rate Swap Agreement, (v) the Lower Tier REMIC Regular Interests, and (vi) the right of the Principal Certificates to receive Net WAC Rate Carryover Amounts, subject to the obligation to pay Class CE Shortfall Amounts).

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3A-3A, Class LT-A-4A-3B, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Principal Certificates represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, the Cap Agreements and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. Lower-Tier Corresponding Interest Lower-Tier Initial Lower-Tier Upper-Tier Designation Interest Rate Principal Amount REMIC Class ----------- ------------- ---------------- ----------- Class LT-A-1 (1) 1/2 initial Class Certificate A-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2 (1) 1/2 initial Class Certificate A-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3A (1) 1/2 initial Class Certificate A-3A Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-3B (1) 1/2 initial Class Certificate A-3B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate M-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate M-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate B-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate B-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-Group I (2) .001% of the aggregate Stated Principal Balance of the Group I Mortgage Loans (5) Class LT-Group II (3) .001% of the aggregate Stated Principal Balance of the Group II Mortgage Loans (5) Class LT-Group III (4) .001% of the aggregate Stated Principal Balance of the Group III Mortgage Loans (5) Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount less the aggregate Lower-Tier Principal Amounts of the Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-R (6) (6)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interests in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4A, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 M-2 and Class LT-B-3 Interests B are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. LOWER TIER CORRESPONDING LOWER TIER INTEREST INITIAL LOWER TIER UPPER TIER LATEST POSSIBLE CLASS DESIGNATION RATE PRINCIPAL AMOUNT REMIC CLASS MATURITY DATE ----------------- ---------- ------------------------------------ ------------- ---------------- Class LT-A (1) 1/2 initial Corresponding Upper Tier A January 25, 2032 REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 January 25, 2032 REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 January 25, 2032 REMIC initial principal balance Class LT-B (1) 1/2 initial Corresponding Upper Tier B January 25, 2032 REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus 1/2 Subordinated Amount January 25, 2032 Class LT-R (2) 1/2 Pool Balance plus 1/2 Subordinated Amount January 25, 2032 Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.079.01. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A1, Class LT-A-2, Class LT-A-3, Class LT-A-4A2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 M-2 and Class LT-B-3 Interests B-1 are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC CLASS ----------------- ------------- ---------------- ----------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2 Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ------------------ ------------- ------------------------- ------------ Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding A-3 Upper Tier REMIC initial principal balance Class LT-A-4 (1) 1/2 initial Corresponding A-4 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC initial principal balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less $2,000 Class LT-Group I (2) $924.61 (4) Class LT-Group II (3) $1,075.39 (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund (each, other than the Corridor Contracts and the Corridor Contract Reserve Fund) will consist of three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC" and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-A-R Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Corridor Contracts and the Corridor Contract Reserve Fund). Each such Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC and each Lower Tier Regular REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMICREMIC . The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated latest possible maturity date of all REMIC regular interests created herein shall be the LT Accretion Directed Classes (the "LT Accretion Directed Classes")Latest Possible Maturity Date. The Class P Certificates represent beneficial ownership following table sets forth characteristics of the Prepayment ChargesMaster REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of LIBOR Certificates represents beneficial ownership may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ====================================================================================================================== Pass-Through Initial Class Rate Integral Multiples Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Minimum ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.1-A-1 $150,000,000.00 (1) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-3 $3,000,000.00 (5) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-4 (6) (7) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-5 $5,944,000.00 5.50% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-1 $24,925,000.00 (8) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-2 (9) (10) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-3 $1,325,000.00 (11) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-4 (12) (13) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-5 $1,931,000.00 5.50% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-6 $62,697,000.00 (14) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-7 (15) (16) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-8 $62,697,000.00 (17) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-9 (18) (19) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-10 $1,496,000.00 5.50% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-11 $10,000,000.00 5.50% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-12 $500,000.00 5.50% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-13 $23,203,000.00 5.50% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-14 $30,000,000.00 (20) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 3-A-1 $104,614,000.00 6.50% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class X-A (21) (22) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class X-B (23) (24) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class PO-A $645,761.00 (25) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class PO-B $929,607.00 (25) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class A-R(26) $100.00 5.50% (27) (27) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M-A $3,556,100.00 (28) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M $9,394,000.00 (28) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-1 $3,808,400.00 (28) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-2 $2,285,000.00 (28) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-3 $2,031,200.00 (28) $100,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-4 $1,523,400.00 (28) $100,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-5 $1,269,497.15 (28) $100,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class P $100.00 0.00%(29) $100.00 N/A ====================================================================================================================== __________________________________________

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.079.01. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC CLASS ----------------- ------------- ----------------------------- -------------

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, a "Trust REMIC" or, in the alternative, the Lower "Lower-Tier REMIC REMIC", the "Upper-Tier REMIC" and the Upper Tier "Class X REMIC", respectively). Each The Class X Interest and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the Lower sole class of residual interest in the Lower-Tier REMIC and the Upper Tier Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Class X REMIC shall hold as assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of "Trust Fund" herein (other than the Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1AV-1, Class LT-A-2AF-2, Class LT-A-3AF-3, Class LT-A-4AF-4, Class LT-AF-5, Class LT-AF-6, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates (excluding the Class P, Class X and the Residual Certificates) represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class X REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. The Lower-Tier REMIC Lower-Tier Interest Lower-Tier Corresponding Designation Interest Rate Initial Lower-Tier Principal Amount Upper-Tier REMIC Class -------------------------- ------------------- ---------------------------------------------------- --------------------------- Class LT-AV-1 (1) 1/2 initial Class Certificate Balance of AV-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2 (1) 1/2 initial Class Certificate Balance of AF-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3 (1) 1/2 initial Class Certificate Balance of AF-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4 (1) 1/2 initial Class Certificate Balance of AF-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5 (1) 1/2 initial Class Certificate Balance of AF-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-6 (1) 1/2 initial Class Certificate Balance of AF-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-5 (1) 1/2 initial Class Certificate Balance of M-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate Balance of B-3 Corresponding Upper-Tier REMIC Regular Interest

PRELIMINARY STATEMENT. The Trustee shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R, Class MT-R and Class LT-R comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interests in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier Regular Interests, set out below. Each such Middle Tier Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC. The Middle Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LTMT-A-1A, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LTMT-M-1, Class LTMT-M-2, Class LTMT-M-3, B-1 and Class LT-B-1, Class LTMT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT MT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. The Lower Tier REMIC shall hold as assets all of the assets included in the Trust Fund other than Prepayment Charges and the Excess Reserve Fund Account. LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER LATEST POSSIBLE MATURITY DESIGNATION INTEREST RATE PRINCIPAL AMOUNT DATE ---------------- ------------- ------------------ ------------------------ Class LT-1 (1) $1,472,200 January 25, 2033 Class LT-2 (1) $1,515,400 January 25, 2033 Class LT-3 (1) $1,558,900 January 25, 2033 Class LT-4 (1) $1,602,500 January 25, 2033 Class LT-5 (1) $1,591,400 January 25, 2033 Class LT-6 (1) $1,580,400 January 25, 2033 Class LT-7 (1) $1,569,500 January 25, 2033 Class LT-8 (1) $1,558,800 January 25, 2033 Class LT-9 (1) $1,548,300 January 25, 2033 Class LT-10 (1) $1,537,800 January 25, 2033 Class LT-11 (1) $1,526,100 January 25, 2033 Class LT-12 (1) $1,512,700 January 25, 2033 Class LT-13 (1) $1,483,100 January 25, 2033 Class LT-14 (1) $1,449,700 January 25, 2033 Class LT-15 (1) $1,416,100 January 25, 2033 Class LT-16 (1) $1,382,700 January 25, 2033 Class LT-17 (1) $1,350,000 January 25, 2033 Class LT-18 (1) $1,318,200 January 25, 2033 Class LT-19 (1) $1,287,000 January 25, 2033 Class LT-20 (1) $14,130,400 January 25, 2033 Class LT-21 (1) $920,200 January 25, 2033 Class LT-22 (1) $898,400 January 25, 2033 Class LT-23 (1) $877,200 January 25, 2033 Class LT-24 (1) $856,400 January 25, 2033 Class LT-25 (1) $836,200 January 25, 2033 Class LT-26 (1) $816,500 January 25, 2033 Class LT-27 (1) $797,100 January 25, 2033 Class LT-28 (1) $778,300 January 25, 2033 Class LT-29 (1) $759,800 January 25, 2033 Class LT-30 (1) $741,900 January 25, 2033 Class LT-31 (1) $724,300 January 25, 2033 Class LT-32 (1) $707,200 January 25, 2033 Class LT-33 (1) $690,500 January 25, 2033 Class LT-34 (1) $674,100 January 25, 2033 Class LT-35 (1) $658,100 January 25, 2033 Class LT-36 (1) $26,885,300 January 25, 2033 Class LT-37 (1) $324,050,491 January 25, 2033 Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class -------------------------------------------------------------------------------------------------------------------------- Class LT-A-1 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance A-1 Class LT-A-2 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance A-2 Class LT-A-3 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance A-3 Class LT-A-4 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance A-4 Class LT-M-1 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance M-1 Class LT-M-2 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance M-2 Class LT-M-3 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance M-3 Class LT-B-1 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance B-1 Class LT-B-2 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance B-2 Class LT-B-3 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance B-3 Class LT-B-4 (1) 1/2 Corresponding Upper Tier REMIC Class initial Class Certificate Balance B-4 Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two four segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two four REMICs (each, a "“Trust REMIC" ” or, in the alternative, the Lower “Lower-Tier REMIC REMIC”, the “Middle-Tier REMIC”, the “Upper-Tier REMIC” and the Upper Tier “Class X REMIC”, respectively). Each The Class UT-Swap IO Interest, the Class X Interest and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Tax Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the Lower sole class of residual interest in the Lower-Tier REMIC and the Upper Middle-Tier REMIC, and the Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Class X REMIC shall hold as assets the Class X Interest and the Class UT-Swap-IO Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Middle-Tier Regular Interests, set out below. The Middle-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of “Trust Fund” herein (other than the Prepayment Premiums and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. Each Middle-Tier Regular Interest is hereby designated as a regular interest in the Middle-Tier REMIC. The Class LTMT-A-1, Class LTMT-A-2, Class LTMT-A-3A-3A, Class LTMT-A-4A-3B, Class LTMT-M-1, Class LTMT-M-2, Class LTMT-M-3, Class LTMT-M-4, Class MT-M-5, Class MT-M-6, Class MT-B-1, Class LTMT-B-2 and Class LTMT-B-3 Interests are hereby designated the LT MT-Accretion Directed Classes (the "LT “MT Accretion Directed Classes"”). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates (excluding the Class P, Class X and each class of Residual Certificates) represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Tax Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class X REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. The Lower-Tier REMIC Interests will have the Initial Principal Balances and Pass-Through Rates as set forth in the following table: Class LT-1A (1) (2) Class LT-1B (1) (2) Class LT-2A (1) (2) Class LT-2B (1) (2) Class LT-3A (1) (2) Class LT-3B (1) (2) Class LT-4A (1) (2) Class LT-4B (1) (2) Class LT-5A (1) (2) Class LT-5B (1) (2) Class LT-6A (1) (2) Class LT-6B (1) (2) Class LT-7A (1) (2) Class LT-7B (1) (2) Class LT-8A (1) (2) Class LT-8B (1) (2) Class LT-9A (1) (2) Class LT-9B (1) (2) Class LT-10A (1) (2) Class LT-10B (1) (2) Class LT-11A (1) (2) Class LT-11B (1) (2) Class LT-12A (1) (2) Class LT-12B (1) (2) Class LT-13A (1) (2) Class LT-13B (1) (2) Class LT-14A (1) (2) Class LT-14B (1) (2) Class LT-15A (1) (2) Class LT-15B (1) (2) Class LT-16A (1) (2) Class LT-16B (1) (2) Class LT-17A (1) (2) Class LT-17B (1) (2) Class LT-18A (1) (2) Class LT-18B (1) (2) Class LT-19A (1) (2) Class LT-19B (1) (2) Class LT-20A (1) (2) Class LT-20B (1) (2) Class LT-21A (1) (2) Class LT-21B (1) (2) Class LT-22A (1) (2) Class LT-22B (1) (2) Class LT-23A (1) (2) Class LT-23B (1) (2) Class LT-24A (1) (2) Class LT-24B (1) (2) Class LT-25A (1) (2) Class LT-25B (1) (2) Class LT-26A (1) (2) Class LT-26B (1) (2) Class LT-27A (1) (2) Class LT-27B (1) (2) Class LT-28A (1) (2) Class LT-28B (1) (2) Class LT-29A (1) (2) Class LT-29B (1) (2) Class LT-30A (1) (2) Class LT-30B (1) (2) Class LT-31A (1) (2) Class LT-31B (1) (2) Class LT-32A (1) (2) Class LT-32B (1) (2) Class LT-33A (1) (2) Class LT-33B (1) (2) Class LT-34A (1) (2) Class LT-34B (1) (2) Class LT-35A (1) (2) Class LT-35B (1) (2) Class LT-36A (1) (2) Class LT-36B (1) (2) Class LT-37A (1) (2) Class LT-37B (1) (2) Class LT-38A (1) (2) Class LT-38B (1) (2) Class LT-39A (1) (2) Class LT-39B (1) (2) Class LT-40A (1) (2) Class LT-40B (1) (2) Class LT-41A (1) (2) Class LT-41B (1) (2) Class LT-42A (1) (2) Class LT-42B (1) (2) Class LT-43A (1) (2) Class LT-43B (1) (2) Class LT-44A (1) (2) Class LT-44B (1) (2) Class LT-45A (1) (2) Class LT-45B (1) (2) Class LT-46A (1) (2) Class LT-46B (1) (2) Class LT-47A (1) (2) Class LT-47B (1) (2) Class LT-48A (1) (2) Class LT-48B (1) (2) Class LT-49A (1) (2) Class LT-49B (1) (2) Class LT-50A (1) (2) Class LT-50B (1) (2) Class LT-51A (1) (2) Class LT-51B (1) (2) Class LT-52A (1) (2) Class LT-52B (1) (2) Class LT-53A (1) (2) Class LT-53B (1) (2) Class LT-54A (1) (2) Class LT-54B (1) (2) Class LT-55A (1) (2) Class LT-55B (1) (2) Class LT-56A (1) (2) Class LT-56B (1) (2) Class LT-57A (1) (2) Class LT-57B (1) (2) Class LT-58A (1) (2) Class LT-58B (1) (2) Class LT-59A (1) (2) Class LT-59B (1) (2) Class LT-60A (1) (2) Class LT-60B (1) (2) Class LT-Support-X (1), (3) (2) Class LT-Support-Y (1), (3) (2)

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "“REMIC" ” or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carryover Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class Class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes Classes of uncertificated Lower Tier REMIC Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates and the Class M12 Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC REMIC, and the right to receive Basis Risk CarryForward Carryover Amounts in the case of the LIBOR Certificates, and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions . Class LT-I-A (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance I-A Class LT-II-A-1 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance II-A-1 Class LT-II-A-2 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance II-A-2 Class LT-II-A-3 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance II-A-3 Class LT-II-A-4 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance II-A-4 Class LT-M-1 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-1 Class LT-M-2 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-2 Class LT-M-3 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-3 Class LT-M-4 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-4 Class LT-M-5 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-5 Class LT-M-6 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-6 Class LT-M-7 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-7 Class LT-M-8 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-8 Class LT-M-9 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-9 Class LT-M-10 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-10 Class LT-M-11 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-11 Class LT-M-12 (1) ¼ Corresponding Upper Tier REMIC Regular Interest initial Class Principal Balance M-12 Class LT-Accrual (1) ¼ Pool Stated Principal Balance plus ¼ Overcollateralization Amount N/A Class LT- Group I(SUB) (1) 0.01% initial Group Subordinate Amount of the Trust Fund shall be treated as a grantor trust.Group I Mortgage Loans N/A Class LT- Group I (2) 0.01% initial aggregate Stated Principal Balance of the Group I Mortgage Loans N/A Class LT- Group II(SUB) (1) 0.01% initial Group Subordinate Amount of the Group II Mortgage Loans N/A Class LT- Group II (3) 0.01% initial aggregate Stated Principal Balance of the Group II Mortgage Loans N/A Class LT-XX (1) ½ initial aggregate Stated Principal Balance of the Mortgage Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of Class LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests N/A Class LT-R (4) (4) N/A ______________________________

PRELIMINARY STATEMENT. The Trustee shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreements and the Pre-Funding Reserve Account, represents ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class UT-R, Class MT-R and Class LT-R Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier Regular Interests. Each such Middle Tier Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC. The Class MT-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-A-MZ, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-M-4, Class MT-M-5, Class MT-M-6, Class MT-B-1, Class MT-B-2, Class MT-B-3, and Class MT-B-4 Interests are hereby designated the MT Accretion Directed Classes. The Middle Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership Lower Tier REMIC shall hold as assets all of the assets included in the Trust Fund other than Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account, the Pre-Funding Account, the Pre-Funding Reserve Account, the Capitalized Interest Account and the Interest Rate Cap Agreements. The Lower Tier Regular Interests and the Class LT-R Interest shall have the following tier interest rate, which portions of initial tier principal amount and latest possible maturity date as set forth in the Trust Fund shall be treated as a grantor trust.table below. <TABLE> LOWER TIER CLASS TIER INTEREST INITIAL TIER PRINCIPAL DESIGNATION RATE AMOUNT LATEST POSSIBLE MATURITY DATE ---------------- ------------- ---------------------- ----------------------------- Class LT-C (1) $705,450,196 September 25, 2035 Class LT-N (2) (3) September 25, 2035 Class LT-PO (4) $158,370,942 September 25, 2035 Class LT-R (5) (5) </TABLE>

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1ss, Class LT-A-2A-1mz, Class LT-A-3A-2a, Class LT-A-4A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Clas▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-3M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Lower Tier Corresponding Lower Tier Interest Initial Lower Tier Upper Tier Class Designation Rate Principal Amount REMIC Class ----------------- ---------- -------------------------- --------------- Class LT-A-1ss (1) 1/2 initial Corresponding A-1ss Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding A-1mz Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding A-2a Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding A-2b Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding A-2c Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower- Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "Trust REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, Carry Forward Amounts) represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class Class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, Interests each set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2A-2A, Class LT-A-3, Class LT-A-4A-2B, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates Offered Certificate represents a beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. Lower-Tier REMIC ---------------- Corresponding Lower-Tier Lower-Tier Upper-Tier REMIC Class Designation Interest Rate Initial Lower-Tier Principal Amount Class -------------------- ------------- ------------------------------------------ ----------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper-Tier REMIC A-1 initial principal balance Class LT-A-2A (1) 1/2 initial Corresponding Upper-Tier REMIC A-2A initial principal balance Class LT-A-2B (1) 1/2 initial Corresponding Upper-Tier REMIC A-2B initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper-Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper-Tier REMIC M-2 initial principal balance Class LT-M-3 (1) 1/2 initial Corresponding Upper-Tier REMIC M-3 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper-Tier REMIC B-1 initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding Upper-Tier REMIC B-2 initial principal balance Class LT-B-3 (1) 1/2 initial Corresponding Upper-Tier REMIC B-3 initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2 Overcollateralized Amount, less $2,000 Class LT-Group I (2) $ 1,224.20(4) N/A Class LT-Group II (3) $ 775.80(4) N/A Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2A-2a, Class LT-A-3A-2b, Class LT-A-4A-3a, Class LT-A-3b, Class LT-A-3c, Class LT-A-3d, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------------- ------------- 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-A-1 (1) Balance A-1 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-A-2a (1) Balance A-2a 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-A-2b (1) Balance A-2b 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-A-3a (1) Balance A-3a 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-A-3b (1) Balance A-3b 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-A-3c (1) Balance A-3c 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-A-3d (1) Balance A-3d 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-M-1 (1) Balance M-1 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-M-2 (1) Balance M-2 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-M-3 (1) Balance M-3 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-M-4 (1) Balance M-4 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-M-5 (1) Balance M-5 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-M-6 (1) Balance M-6 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-B-1 (1) Balance B-1 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-B-2 (1) Balance B-2 1/2 initial Corresponding Upper Tier REMIC Class initial Class Certificate Class LT-B-3 (1) Balance B-3 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of Class LT-Group I, Class LT-Group II and Class Class LT-Accrual (1) LT-Group III Interests 0.001% aggregate Stated Principal Balance of Group I Class LT-Group I (2) Mortgage Loans (4) 0.001% aggregate Stated Principal Balance of Class LT-Group II (3) Group II Mortgage Loans(4) 0.001% aggregate Stated Principal Balance of Class LT-Group III (5) Group III Mortgage Loans(4) Class LT-R (6) (6)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1ss, Class LT-A-2A-1mz, Class LT-A-3A-2a, Class LT-A-4A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Clas▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-3M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Offered Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ----------------------------- ------------- Class LT-A-1ss (1) 1/2 initial Corresponding A-1ss Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding A-1mz Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding A-2a Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding A-2b Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding A-2c Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I ` and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class UT-R, Class MT-R and Class LT-R Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier Regular Interests. Each such Middle Tier Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC. The Class MT-A-1, Class MT-A-2, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-B-1, Class MT-B-2, Class MT-B-3, and Class MT-B-4 Interests are hereby designated the MT Accretion Directed Classes. The Middle Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership Lower Tier REMIC shall hold as assets all of the assets included in the Trust Fund other than Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account, the Pre-Funding Accounts, the Pre-Funding Reserve Account, the Capitalized Interest Account and the Interest Rate Cap Agreements. The Lower Tier Regular Interests and the Class LT-R Interest shall have the following tier interest rate, which portions of initial tier principal amount and latest possible maturity date as set forth in the Trust Fund shall be treated as a grantor trust.table below. LOWER TIER CLASS TIER INTEREST INITIAL TIER PRINCIPAL DESIGNATION RATE AMOUNT LATEST POSSIBLE MATURITY DATE -------------------- ---------------- ------------------------- --------------------------------- Class LT-C (1) (2) November 25, 2034 Class LT-M1 (3) (4) November 25, 2034 Class LT-M2 (5) (6) November 25, 2034 Class LT-N (7) (8) November 25, 2034 Class LT-PO (9) (10) November 25, 2034 Class LT-M3 (11) (12) November 25, 2034 Class LT-M4 (13) (14) November 25, 2034 Class LT-R (15) (15) November 25, 2034

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.079.01. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A1, Class LT-A-2, Class LT-A-3, Class LT-A-4A2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC CLASS ----------------- ------------- ---------------- ----------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Current Maximum Amount plus 1/2 Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 M-2 and Class LT-B-3 M-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Offered Certificate represents a beneficial ownership of a regular interest in the Upper-Tier REMIC and the right to receive Basis Risk Carry Forward Amounts and the Class of LIBOR Certificates X Certificate represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower-Tier Interest Lower-Tier Initial Lower-Tier Upper-Tier Designation Interest Rate Principal Amount REMIC Class --------------------- --------------- ---------------------------------------- ------------- Class LT-A-1 (1) 1/2 initial Class Certificate Balance of A-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2 (1) 1/2 initial Class Certificate Balance of A-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount Class LT-Group I (2) 0.001 % aggregate Stated Principal Balance of Group I Mortgage Loans Class LT-Group II (3) 0.001 % aggregate Stated Principal Balance of Group I Mortgage Loans Class LT-R (4) (4) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class Class LT-A-1 (1) 1/2 Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2 (1) 1/2 Corresponding Upper Tier A-2 REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 Corresponding Upper Tier A-3 REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 Corresponding Upper Tier A-4 REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-B-4 (1) 1/2 Corresponding Upper Tier B-4 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5) ------------------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "Trust REMIC" or, in the alternative, the Lower "Lower-Tier REMIC REMIC" and the Upper "Upper-Tier REMIC", respectively). Each The Class X Interest and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents R-1 Certificates represent ownership of the sole class of residual interest in each of the Lower Upper-Tier REMIC and the Upper Class R-2 Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Startup Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of "Trust Fund" herein (other than the Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1LT-1A1, Class LT-A-2LT-2A1, Class LT-A-3LT-2A2, Class LT-A-4LT-2A3, Class LT-2A4, Class LT-2A5, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Each Class of LIBOR Regular Certificates represents a beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Amounts and Carry Forward Amounts, the Class P Certificates represent a beneficial ownership of the Prepayment Premiums, the Class X Certificates Interest represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions Class C Certificates represent beneficial ownership of the Trust Fund shall be treated as a grantor trustright to receive payment of the Fair Market Value Excess, on or after the Optional Termination Date, by the Servicer of all of the Mortgage Loans (and REO Properties).

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund (each, other than the Supplemental Loan Account and the Capitalized Interest Account) will consist of three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC" and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MT-A-R Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LT-A-R Interest). Each such Lower Middle Tier Regular REMIC Interest (other than the Class MT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Supplemental Loan Account and the Capitalized Interest Account). Each Lower Tier REMIC Interest (other than the Class LT-A-1, Class LTA-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are R Interest) is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Lower Tier REMIC, . The latest possible maturity date of all REMIC regular interests created herein shall be the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions Latest Possible Maturity Date. The following table sets forth characteristics of the Trust Fund Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be treated as issuable (except that one Certificate of each Class of Certificates may be issued in a grantor trust.different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ==================================================================================================================

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund (eachother than the Pre-funding Account, the Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund) will consist of three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC" and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents will represent ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-A-R Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular InterestsREMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Pre-funding Account, set out belowthe Capitalized Interest Account, the Corridor Contracts and the Corridor Contract Reserve Fund). Each such Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC and each Lower Tier Regular REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMICREMIC . The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated latest possible maturity date of all REMIC regular interests created herein shall be the LT Accretion Directed Classes (the "LT Accretion Directed Classes")Latest Possible Maturity Date. The Class P Certificates represent beneficial ownership following table sets forth characteristics of the Prepayment ChargesMaster REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of LIBOR Certificates represents beneficial ownership may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ========================= ======================== ===================== ====================== ====================== Pass-Through Integral Multiples Initial Class Rate in Excess of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class Designation Certificate Balance (per annum) Minimum Denomination Minimum ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-1 $28,500,000.00 (1) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-3 $10,000,000.00 6.25% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-4 $15,000,000.00 6.00% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-5 $416,667.00 (5) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-6 $42,755,000.00 6.00% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-7 $30,000,000.00 (6) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-8 $2,245,000.00 6.00% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-9 $73,180,878.00 6.00% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-10 $50,000,000.00 6.00% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-11 $40,000,000.00 (7) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-12 $4,444,355.00 6.00% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-13 $5,000,000.00 6.00% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-14 $33,953,000.00 6.00% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-15 $1,613,000.00 6.00% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-16 $57,279,000.00 6.00% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-17 $2,721,000.00 6.00% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-A-18 $1,000,000.00 6.00% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-1 $65,335,000.00 6.50% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-A-2 $131,000.00 6.50% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 3-A-1 $62,110,000.00 5.25% $1,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 3-A-2 $125,000.00 5.25% $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 1-X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.(8) (9) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 2-X (10) (11) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class 3-X (12) (13) $25,000.00(4) $1,000.00(4) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class PO $322,958.00 (14) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class A-R(10) $100.00 6.00% (15) (15) ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class M $13,050,000.00 (16) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-1 $5,552,000.00 (16) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-2 $3,331,000.00 (16) $25,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-3 $3,054,000.00 (16) $100,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-4 $2,498,000.00 (16) $100,000.00 $1,000.00 ------------------------- ------------------------ --------------------- ---------------------- ---------------------- Class B-5 $1,668,620.34 (16) $100,000.00 $1,000.00 ========================= ======================== ===================== ====================== ====================== ------------------------------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two six segregated asset pools within the Trust Fund (exclusive of (i) the Excess Reserve Fund Account, (ii) the Pre-Funding Account, (iii) the Capitalized Interest Account and (iv) the right of the Group II Principal Certificates to receive Basis Risk Carry Forward Amounts) be treated for federal income tax purposes as comprising two six REMICs (each, with respect to Group I, a "Group I Trust REMIC" or, in the alternative, the Group I Pooling Tier REMIC, the Group I Lower Tier REMIC and the Group I Upper Tier REMIC, respectively, and with respect to Group II, a "Group II Trust REMIC" or, in the alternative, the Group II REMIC PF, the Group II Lower Tier REMIC and the Group II Upper Tier REMIC, respectively). The Startup Day for each Trust REMIC is the Closing Date. The latest possible maturity date for each regular interest is the latest date referenced in Section 2.04. Each Class of Group I Certificates (other than the Class P and Class I-R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, ) represents ownership of a regular interest in the Group I Upper Tier REMIC for purposes of the REMIC Provisions. The Class I-R Certificate represents Certificates represent ownership of the sole class Class of residual interest in each of the Group I Pooling Tier REMIC, the Group I Lower Tier REMIC and the Group I Upper Tier REMIC. The Class II-CE Interest, the Class II-UT-PFIO Interest and each Class of Group II Principal Certificates (other than the right of each Class of Group II Principal Certificates to receive Basis Risk Carry Forward Amounts), represents ownership of a regular interest in the Group II Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for Class II-R Certificates represent ownership of the sole Class of residual interest in each of the Group II REMIC described herein is PF, the Closing Date. The latest possible maturity date for each Certificate is Group II Lower Tier REMIC and the latest date referenced in Section 2.07. The Group II Upper Tier REMIC. GROUP I Pooling Tier REMIC shall The Group I Pooling Tier REMIC will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMICGroup I Mortgage Loans. The Class LTPT-A-1I-1B, Class LTPT-A-2I-1Q, Class LTPT-A-3I-2B, Class LTPT-A-4I-2Q, Class LTPT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 I-3B and Class LTPT-B-3 I-3Q Interests are hereby designated will evidence "regular interests" in the LT Accretion Directed Classes (the "LT Accretion Directed Classes")Group I Pooling Tier REMIC created hereunder. The Class P Certificates represent beneficial ownership of PT-I-R Interest will constitute the Prepayment Charges, each sole Class of LIBOR Certificates represents beneficial ownership of a regular interest "residual interests" in the Upper Group I Pooling Tier REMIC and will be evidenced by the right to receive Basis Risk CarryForward Class I-R Certificates. The following table sets forth the Original Group I Pooling Tier Principal Amounts and per annum rates of interest for the Group I Pooling Tier REMIC Regular Interests and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.PT-I-R Interest:

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, a "Trust REMIC" or, in the alternative, the Lower "Lower-Tier REMIC REMIC", the "Upper-Tier REMIC" and the Upper Tier "Class X REMIC", respectively). Each The Class X Interest and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the Lower sole class of residual interest in the Lower-Tier REMIC and the Upper Tier Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Class X REMIC shall hold as assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of "Trust Fund" herein (other than the Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1AV-1, Class LT-A-2AF-2, Class LT-A-3AF-3A, Class LT-A-4AF-3B, Class LT-AF-4, Class LT-AF-5, Class LT-AF-6, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates (excluding the Class P, Class X and the Residual Certificates) represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class X REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. The Lower-Tier REMIC Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ---------------------------- ------------------ ------------------------------------------ --------------------- Class LT-AV-1 (1) 1/2 initial Class Certificate Balance of AV-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2 (1) 1/2 initial Class Certificate Balance of AF-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3A (1) 1/2 initial Class Certificate Balance of AF-3A Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3B (1) 1/2 initial Class Certificate Balance of AF-3B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4 (1) 1/2 initial Class Certificate Balance of AF-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5 (1) 1/2 initial Class Certificate Balance of AF-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-6 (1) 1/2 initial Class Certificate Balance of AF-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-5 (1) 1/2 initial Class Certificate Balance of M-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-6 (1) 1/2 initial Class Certificate Balance of M-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund, other than the Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each, each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC," and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC REMIC, the Middle Tier REMIC, and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-A-R Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (except for the Supplemental Loan Account and Capitalized Interest Account). Each such Lower Tier Regular REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Each Middle Tier REMIC Interest (other than the Class LTMTR-A-1, Class LTA-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are R Interest) is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Middle Tier REMIC, . The latest possible maturity date of all REMIC regular interests created herein shall be the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions Latest Possible Maturity Date. The following table sets forth characteristics of the Trust Fund Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be treated as issuable (except that one Certificate of each Class of Certificates may be issued in a grantor trust.different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ================================================================================= Integral Initial Class Pass-Through Multiples Class Certificate Rate Minimum in Excess of Designation Balance (per annum) Denomination Minimum --------------------------------------------------------------------------------- Class 1-A-1 $111,500,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-2 $17,004,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-3 $19,910,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-4 $16,180,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-5 $240,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-6 $19,790,000.00 (1) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-7 (2) (3) $25,000.00(4) $1,000.00 --------------------------------------------------------------------------------- Class 1-A-8 $35,622,000.00 5.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-9 $29,744,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-10 $31,650,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-11 $9,019,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-12 (5) 6.50% $25,000.00(4) $1,000.00 --------------------------------------------------------------------------------- Class 1-A-13 $33,000,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-A-14 $500,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 1-X (6) (7) $25,000.00(4) $1,000.00 --------------------------------------------------------------------------------- Class 2-A-1 $69,867,000.00 5.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-2 $16,000,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-3 $20,911,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-4 $25,000,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-5 $7,850,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-6 $2,500,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-7 $2,245,000.00 6.25% $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-8 $5,000,000.00 (8) $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-9 $5,000,000.00 (9) $1,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-10 $25,000,000.00 4.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-11 $500,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- ================================================================================= Integral Initial Class Pass-Through Multiples Class Certificate Rate Minimum in Excess of Designation Balance (per annum) Denomination Minimum --------------------------------------------------------------------------------- Class 2-A-12 $650,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 2-A-13 (10) 6.25% $25,000.00(4) $1,000.00 --------------------------------------------------------------------------------- Class 2-A-14 $20,000,000.00 6.25% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class 3-A-1 $148,163,000.00 5.75% $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class PO $2,847,852.00 (11) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class A-R(12) $100.00 6.50% (13) (13) --------------------------------------------------------------------------------- Class M $9,027,800.00 (14) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-1 $3,473,000.00 (14) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-2 $2,778,000.00 (14) $25,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-3 $1,042,000.00 (14) $100,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-4 $1,042,000.00 (14) $100,000.00 $1,000.00 --------------------------------------------------------------------------------- Class B-5 $1,388,938.70 (14) $100,000.00 $1,000.00 =================================================================================

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trustee shall elect that two five segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two five REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC I, REMIC II, REMIC III, REMIC IV and the Upper Tier REMICREMIC V, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Swap Agreement, the Interest Rate Cap AgreementsAgreement and the Pre-Funding Reserve Account, represents ownership of a one or more regular interest interests in the Upper Tier REMIC V for purposes of the REMIC Provisions. Additionally, the Class X Certificates represent the obligation to make certain payments of Basis Risk Carry Forward Amounts to Holders of LIBOR Certificates, and the LIBOR Certificates represent the obligation to make certain payments to the Class X Certificateholder to the extent that the interest accrued on its corresponding REMIC V Regular Interest is in excess of the interest accrued on such LIBOR Certificate. The Class P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class I Interests are uncertificated REMIC V Regular Interests and are designed to fund net swap payments, in full or in part, on the Interest Rate Swap Agreement. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC I, REMIC II, REMIC III, REMIC IV and the Upper Tier REMIC V for purposes of the REMIC Provisions. The Class R-V, Class R-IV, Class R-III, Class R-II and Class R-I Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC V shall hold as assets the several classes of uncertificated Lower Tier REMIC IV Regular Interests, set out below. Each such Lower Tier REMIC IV Regular Interest is hereby designated as a regular interest in the Lower Tier REMICREMIC IV. The Class LTIV-A-1, Class LTIV-A-2, Class LTIV-A-3, Class LTIV-A-4, Class LTIV-M-1, Class LTIV-M-2, Class LTIV-M-3, Class LTIV-M-4, Class IV-M-5, Class IV-M-6, Class IV-B-1, Class LT-B-2 and Class LT-B-3 Interests are REMIC IV shall hold as assets the several classes of uncertificated REMIC III Regular Interests. Each such REMIC III Regular Interest is hereby designated as a regular interest in REMIC III. REMIC III shall hold as assets the LT Accretion Directed Classes (several classes of uncertificated REMIC II Regular Interests. Each such REMIC II Regular Interest is hereby designated as a regular interest in REMIC II. REMIC II shall hold as assets the "LT Accretion Directed Classes")several classes of uncertificated REMIC I Regular Interests. The Class P Certificates represent beneficial ownership Each such REMIC I Regular Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as assets all of the assets included in the Trust Fund other than the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMICSupplemental Interest Trust, the Excess Reserve Fund Account Account, the Swap Account, the Pre-Funding Account, the Pre-Funding Reserve Account, the Capitalized Interest Account, the Interest Rate Cap Agreement and the Interest Rate Cap AgreementsSwap Agreement. The REMIC I Regular Interests and the Class R-I Interest shall have the following tier interest rate, which portions of initial tier principal amount and latest possible maturity date as set forth in the Trust Fund shall be treated as a grantor trust.table below. REMIC I CLASS TIER INTEREST INITIAL TIER PRINCIPAL LATEST POSSIBLE DESIGNATION RATE AMOUNT MATURITY DATE ------------- ------------- ---------------------- ---------------- Class I-C1 (1) $649,793,393.95 May 25, 2037 Class I-PO1 (2) $145,206,606.05 May 25, 2037 Class I-N (3) (4) April 25, 2007 Class R-I (5) (5)

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "Trust REMIC" or, in the alternative, the Lower "Lower-Tier REMIC REMIC" and the Upper "Upper-Tier REMIC", respectively). Each The Class X Interest and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents R-1 Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, and the Class R-2 Certificates represent ownership of the Lower Tier REMIC and sole class of residual interest in the Upper Lower-Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of "Trust Fund" herein (other than the Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1LT-1A1, Class LT-A-2LT-1A2, Class LT-A-3LT-2A1, Class LT-A-4LT-2A2, Class LT-2A3, Class LT-2A4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Regular Certificates represents a beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Amounts Carry Forward Amounts, the Class C Certificates represent beneficial ownership of the right to receive payment of the Fair Market Value Excess, on or after the Optional Termination Date, by the Master Servicer of all Mortgage Loans (and REO Properties) and the Class X Certificates Interest represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.079.01. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A1, Class LT-A-2, Class LT-A-3, Class LT-A-4A2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC CLASS ----------------- ------------- ------------------ ------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2 Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1AV-1, Class LT-A-2AF-2, Class LT-A-3AF-3, Class LT-A-4AF-4, Class LT-AF-5, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions portion of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower-Tier Interest Lower-Tier Initial Lower-Tier Upper-Tier REMIC Designation Interest Rate Principal Amount Class Class LT-AV-1 (1) 1/2 initial Class Certificate AV-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2 (1) 1/2 initial Class Certificate AF-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3 (1) 1/2 initial Class Certificate AF-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4 (1) 1/2 initial Class Certificate AF-4 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5 (1) 1/2 initial Class Certificate AF-5 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate M-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate M-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate B-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate B-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount Class LT-R (2) (2) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund, other than the Supplemental Loan Account and Capitalized Interest Account, will consist of three real estate mortgage investment conduits (each, each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC," and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC REMIC, the Middle Tier REMIC, and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-A-R Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LT-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (except for the Supplemental Loan Account and Capitalized Interest Account). Each such Lower Tier Regular REMIC Interest (other than the Class LT-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMIC. The Each Middle Tier REMIC Interest (other than the Class LTMTR-A-1, Class LTA-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are R Interest) is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Middle Tier REMIC, . The latest possible maturity date of all REMIC regular interests created herein shall be the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions Latest Possible Maturity Date. The following table sets forth characteristics of the Trust Fund Master REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be treated as issuable (except that one Certificate of each Class of Certificates may be issued in a grantor trust.different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): =============================================================================================================== Integral Initial Class Pass-Through Multiples Certificate Rate Minimum in Excess of Class Designation Balance (per annum) Denomination Minimum --------------------------------------------------------------------------------------------------------------- Class 1-A-1 (1) 5.50% $25,000.00(2) $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-2 $71,054,000.00 3.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-3 $62,493,000.00 (3) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-4 (4) (5) $25,000.00(2) $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-5 $112,437,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-6 $150,000,000.00 5.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-7 $35,598,000.00 5.75% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-8 $63,831,468.00 (6) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-9 $24,977,532.00 (7) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-10 $85,245,651.00 5.75% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-11 $70,000,000.00 (8) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-12 $21,304,349.00 (9) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-13 $15,000,000.00 5.75% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-14 $32,500,000.00 6.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 1-A-15 $32,500,000.00 5.50% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class 2-A-1 $97,342,361.00 5.00% $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class PO $1,866,539.00 (10) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class A-R(11) $100.00 5.75% (12) (12) --------------------------------------------------------------------------------------------------------------- Class M $11,250,000.00 (13) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class B-1 $4,950,000.00 (13) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class B-2 $3,150,000.00 (13) $25,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class B-3 $1,800,000.00 (13) $100,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class B-4 $900,000.00 (13) $100,000.00 $1,000.00 --------------------------------------------------------------------------------------------------------------- Class B-5 $1,800,000.00 (13) $100,000.00 $1,000.00 =============================================================================================================== ------------------------------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R and Class LT-R comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. The Lower Tier REMIC shall hold as assets all of the assets included in the Trust Fund other than Prepayment Charges and the Excess Reserve Fund Account. LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER CORRESPONDING LATEST POSSIBLE DESIGNATION INTEREST RATE PRINCIPAL AMOUNT CLASS MATURITY DATE ---------------------- ------------------ ------------------------ ---------------------- ------------------------- Class LT-A-1 (1) 1/2 of the Class ▇-▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Class initial principal balance Class LT-A-2 (1) 1/2 of the Class ▇-▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Class initial principal balance Class LT-M-1 (1) 1/2 of the Class M-1 August 25, 2033 Corresponding Class initial principal balance Class LT-M-2 (1) 1/2 of the Class M-2 August 25, 2033 Corresponding Class initial principal balance Class LT-M-3 (1) 1/2 of the Class M-3 August 25, 2033 Corresponding Class initial principal balance Class LT-B-1 (1) 1/2 of the Class ▇-▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Class initial principal balance Class LT-B-2 (1) 1/2 of the Class ▇-▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Class initial principal balance Class LT-Accrual (1) 1/2 of the Pool Stated August 25, 2033 Principal Balance plus 1/2 of the Subordinated Amount Class LT-IO (2) (3) July 25, 2003 Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Trustee shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, each a "“REMIC" ” or, in the alternative, the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class P Certificates represent beneficial ownership of the Prepayment Charges. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R, Class MT-R and Class LT-R comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier Regular Interests. Each such Middle Tier Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC. Class MT-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-B-1, Class MT-B-2, Class MT-B-3, and Class MT-B-4 are hereby designated the MT Accretion Directed Classes. The Class P Certificate represents beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Middle Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership Lower Tier REMIC shall hold as assets all of the assets included in the Trust Fund other than Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account, the Pre-Funding Accounts, the Capitalized Interest Account and the Interest Rate Cap Agreements. The Lower Tier REMIC shall issue the following classes of interests, which portions of and each Lower Tier Interest, other than the Trust Fund shall be treated Class LT-R Interest, is hereby designated as a grantor trust.regular interest in the Lower Tier REMIC. Class LT-C (1) $529,130,053.72 July 26, 2034 Class LT-N (2) (3) July 26, 2034 Class LT-PO (4) $131,437,947.55 July 26, 2034 Class LT-R (5) (5) July 26, 2034

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1ss, Class LT-A-2A-1mz, Class LT-A-3A-2a, Class LT-A-4A-2b, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ------------------ ------------- Class LT-A-1ss (1) 1/2 initial Corresponding A-1ss Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding A-1mz Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding A-2a Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding A-2b Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee [TO BE REVISED FOLLOWING TAX REVIEW] As provided herein, the Trust Administrator shall elect that two segregated asset pools within the Trust Fund (exclusive of any Prepayment Penalties) be treated for federal income tax purposes as comprising two REMICs four real estate mortgage investment conduits (each, each a "“REMIC" ” or, in the alternative, the Lower Tier “Subsidiary REMIC,” “Middle REMIC 1,” “Middle REMIC 2,” and the Upper Tier “Master REMIC, respectively”). Each Class of Certificates (Certificates, other than the Class P AR and Class R AR-L Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class R Certificate represents AR Certificates represent ownership of the sole class of residual interest in each of the Lower Tier Middle REMIC 1, Middle REMIC 2 and the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Startup Day Class AR-L Certificates represent ownership of the sole class of residual interest in the Subsidiary REMIC for each purposes of the REMIC described herein is the Closing DateProvisions. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier Master REMIC shall hold as its assets the several classes of uncertificated Lower Middle Tier Regular InterestsInterests in Middle REMIC 2 other than the Class MT2-R Interest, set out belowand each such Middle Tier Interest is hereby designated as a regular interest in Middle REMIC 2. Each Middle REMIC 2 shall hold as its assets the several classes of uncertificated Middle Tier Interests in Middle REMIC 1 other than the Class MT1-R Interest, and each such Lower Middle Tier Regular Interest is hereby designated as a regular interest in the Middle REMIC 1. Middle REMIC 1 shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC. The , other than the Class LTLT1-A-1R Interest, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are each such Lower Tier Interest is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in the Upper Tier Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the Mortgage Loans, and all collections and accounts related thereto. The startup day for each REMIC created hereby for purposes of the right to receive Basis Risk CarryForward Amounts and REMIC Provisions is the Class X Certificates represent beneficial ownership Closing Date. In addition, for purposes of a the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Upper Tier REMIC, Distribution Date following the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions third anniversary of the Trust Fund shall be treated scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as a grantor trustof the Cut-off Date.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1ss, Class LT-A-2A-1mz, Class ▇▇-▇-▇▇, ▇▇▇▇▇ ▇▇-▇-▇▇, Class LT-A-3, Class LT-A-4A-2c, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Offered Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ----------------- ------------- ----------------------------- ------------- Class LT-A-1ss (1) 1/2 initial Corresponding A-1ss Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding A-1mz Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding A-2a Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding A-2b Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding A-2c Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), ) other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, generally represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.079.01. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts Amounts, and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. LOWER TIER LOWER TIER INTEREST INITIAL LOWER TIER CORRESPONDING UPPER CLASS DESIGNATION RATE PRINCIPAL AMOUNT TIER REMIC CLASS --------------------------- ------------------- -------------------------------------------- ------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier REMIC M-1 initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier REMIC M-2 initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier REMIC B-1 initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier REMIC B-2 initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2 Subordinated Amount, less $2,000 Class LT-Group I (2) $1,385.55 Class LT-Group II (3) $614.45 Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1A, Class LT-A-2A-1B, Class LT-A-3A-2A, Class LT-A-4A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Upper Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ------------------ ------------- ---------------------- ------------- Class LT-A-1A (1) 1/4 Corresponding Upper Tier A-1A REMIC Regular Interest initial Class Principal Balance Class LT-A-1B (1) 1/4 Corresponding Upper Tier A-1B REMIC Regular Interest initial Class Principal Balance Class LT-A-2A (1) 1/4 Corresponding Upper Tier A-2A REMIC Regular Interest initial Class Principal Balance Class LT-A-2B (1) 1/4 Corresponding Upper Tier A-2B REMIC Regular Interest initial Class Principal Balance Class LT-A-2C (1) 1/4 Corresponding Upper Tier A-2C REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-M-4 (1) 1/4 Corresponding Upper Tier M-4 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-4 (1) 1/4 Corresponding Upper Tier B-4 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal Balance N/A plus 1/4 Subordinated Amount Class LT- (1) 0.01% initial Group Subordinate N/A Group I(SUB) Amount of the Group I Mortgage Loans Class LT- (2) 0.01% initial aggregate Stated N/A Group I Principal Balance of the Group I Mortgage Loans Class LT- (1) 0.01% initial Group Subordinate N/A Group II(SUB) Amount of the Group II Mortgage Loans Class LT- (3) 0.01% initial aggregate N/A Group II Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated N/A Principal Balance of the Mortgage Loans, less aggregate Initial Lower-Tier REMIC Principal Amounts of Class LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4) N/A -------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "Trust REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each The Class X Certificates and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, Agreement) represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2A-2A, Class LT-A-3A-2B, Class LT-A-4M1, Class LT-M-1, Class LT-M-2M2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates Offered Certificate represents a beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1SS, Class LT-A-2A-1MZ, Class LT-A-3A-2PT, Class LT-A-4A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Clas▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-3M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class ------------------- ------------- ------------------------- ------------- Class LT-A-1SS (1) 1/2 initial Corresponding A-1SS Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1MZ (1) 1/2 initial Corresponding A-1MZ Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2PT (1) 1/2 initial Corresponding A-2PT Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2A (1) 1/2 initial Corresponding A-2A Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2B (1) 1/2 initial Corresponding A-2B Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2C (1) 1/2 initial Corresponding A-2C Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5) ------------

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two four REMICs (each, a "“Trust REMIC" ” or, in the alternative, the Lower “Lower-Tier REMIC REMIC,” the “Middle-Tier REMIC,” the “Upper-Tier REMIC” and the Upper Tier “Class XP REMIC, respectively”). Each The Class of Certificates (other than the Class P XP Interest and Class R Certificates), other than the right of each Class of LIBOR Certificates (exclusive of the right to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each of the Lower Middle-Tier REMIC and the Upper Upper-Tier REMIC, the Class RC Certificates represent ownership of the sole class of residual interest in the Lower-Tier REMIC and the Class RX Certificates represent ownership of the sole class of residual interest in the Class XP REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Class XP REMIC shall hold as its assets the Class XP Interest, as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Middle-Tier Regular Interests, as set out below. The Middle-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Regular Interests, as set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of “Trust Fund” herein (other than the Excess Reserve Fund Account, the Supplemental Interest Trust and the Final Maturity Reserve Account). Each such Lower Middle-Tier Regular Interest is herby designated as a regular interest in the Middle-Tier REMIC. Each Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X XP Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class XP REMIC and the Excess Reserve Fund Account Account. The Lower-Tier REMIC Interests shall have the Initial Principal Balances and Pass-Through Rates as set forth in the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.following table: Class LT1-A (6) (1) Class LT1-F1 $ 16,904,261.00 (2) Class LT1-V1 $ 16,904,261.00 (3) Class LT1-F2 $ 16,289,844.00 (2) Class LT1-V2 $ 16,289,844.00 (3) Class LT1-F3 $ 15,697,886.00 (2) Class LT1-V3 $ 15,697,886.00 (3) Class LT1-F4 $ 15,127,562.00 (2) Class LT1-V4 $ 15,127,562.00 (3) Class LT1-F5 $ 14,578,086.50 (2) Class LT1-V5 $ 14,578,086.50 (3) Class LT1-F6 $ 14,048,684.50 (2) Class LT1-V6 $ 14,048,684.50 (3) Class LT1-F7 $ 13,538,642.00 (2) Class LT1-V7 $ 13,538,642.00 (3) Class LT1-F8 $ 13,047,202.00 (2) Class LT1-V8 $ 13,047,202.00 (3) Class LT1-F9 $ 12,573,697.00 (2) Class LT1-V9 $ 12,573,697.00 (3) Class LT1-F10 $ 12,117,471.50 (2) Class LT1-V10 $ 12,117,471.50 (3) Class LT1-F11 $ 11,677,895.50 (2) Class LT1-V11 $ 11,677,895.50 (3) Class LT1-F12 $ 11,254,398.50 (2) Class LT1-V12 $ 11,254,398.50 (3) Class LT1-F13 $ 10,846,322.00 (2) Class LT1-V13 $ 10,846,322.00 (3) Class LT1-F14 $ 10,453,129.50 (2) Class LT1-V14 $ 10,453,129.50 (3) Class LT1-F15 $ 10,074,295.50 (2) Class LT1-V15 $ 10,074,295.50 (3) Class LT1-F16 $ 9,709,255.00 (2) Class LT1-V16 $ 9,709,255.00 (3) Class LT1-F17 $ 9,357,589.50 (2) Class LT1-V17 $ 9,357,589.50 (3) Class LT1-F18 $ 9,018,673.50 (2) Class LT1-V18 $ 9,018,673.50 (3) Class LT1-F19 $ 8,692,125.00 (2) Class LT1-V19 $ 8,692,125.00 (3) Class LT1-F20 $ 8,377,463.00 (2) Class LT1-V20 $ 8,377,463.00 (3) Class LT1-F21 $ 8,074,238.50 (2) Class LT1-V21 $ 8,074,238.50 (3) Class LT1-F22 $ 7,782,069.50 (2) Class LT1-V22 $ 7,782,069.50 (3) Class LT1-F23 $ 7,500,770.50 (2) Class LT1-V23 $ 7,500,770.50 (3) Class LT1-F24 $ 7,229,575.50 (2) Class LT1-V24 $ 7,229,575.50 (3) Class LT1-F25 $ 6,968,192.50 (2) Class LT1-V25 $ 6,968,192.50 (3) Class LT1-F26 $ 6,716,502.50 (2) Class LT1-V26 $ 6,716,502.50 (3) Class LT1-F27 $ 6,473,735.00 (2) Class LT1-V27 $ 6,473,735.00 (3) Class LT1-F28 $ 6,240,714.00 (2) Class LT1-V28 $ 6,240,714.00 (3) Class LT1-F29 $ 6,015,472.50 (2) Class LT1-V29 $ 6,015,472.50 (3) Class LT1-F30 $ 5,801,173.00 (2) Class LT1-V30 $ 5,801,173.00 (3) Class LT1-F31 $ 5,591,790.00 (2) Class LT1-V31 $ 5,591,790.00 (3) Class LT1-F32 $ 5,396,121.00 (2) Class LT1-V32 $ 5,396,121.00 (3) Class LT1-F33 $ 5,202,651.00 (2) Class LT1-V33 $ 5,202,651.00 (3) Class LT1-F34 $ 5,014,721.00 (2) Class LT1-V34 $ 5,014,721.00 (3) Class LT1-F35 $ 4,834,588.00 (2) Class LT1-V35 $ 4,834,588.00 (3) Class LT1-F36 $ 4,419,780.50 (2) Class LT1-V36 $ 4,419,780.50 (3) Class LT1-F37 $ 4,494,849.50 (2) Class LT1-V37 $ 4,494,849.50 (3) Class LT1-F38 $ 4,332,768.50 (2) Class LT1-V38 $ 4,332,768.50 (3) Class LT1-F39 $ 4,177,485.00 (2) Class LT1-V39 $ 4,177,485.00 (3) Class LT1-F40 $ 4,026,529.50 (2) Class LT1-V40 $ 4,026,529.50 (3) Class LT1-F41 $ 3,881,285.00 (2) Class LT1-V41 $ 3,881,285.00 (3) Class LT1-F42 $ 3,743,259.00 (2) Class LT1-V42 $ 3,743,259.00 (3) Class LT1-F43 $ 3,609,099.50 (2) Class LT1-V43 $ 3,609,099.50 (3) Class LT1-F44 $ 3,478,620.00 (2) Class LT1-V44 $ 3,478,620.00 (3) Class LT1-F45 $ 3,353,452.00 (2) Class LT1-V45 $ 3,353,452.00 (3) Class LT1-F46 $ 3,233,479.00 (2) Class LT1-V46 $ 3,233,479.00 (3) Class LT1-F47 $ 3,128,389.50 (2) Class LT1-V47 $ 3,128,389.50 (3) Class LT1-F48 $ 3,043,071.50 (2) Class LT1-V48 $ 3,043,071.50 (3) Class LT1-F49 $ 2,967,153.00 (2) Class LT1-V49 $ 2,967,153.00 (3) Class LT1-F50 $ 2,895,414.00 (2) Class LT1-V50 $ 2,895,414.00 (3) Class LT1-F51 $ 2,790,956.00 (2) Class LT1-V51 $ 2,790,956.00 (3) Class LT1-F52 $ 2,688,475.00 (2) Class LT1-V52 $ 2,688,475.00 (3) Class LT1-F53 $ 2,587,891.00 (2) Class LT1-V53 $ 2,587,891.00 (3) Class LT1-F54 $ 2,491,680.00 (2) Class LT1-V54 $ 2,491,680.00 (3) Class LT1-F55 $ 2,406,478.50 (2) Class LT1-V55 $ 2,406,478.50 (3) Class LT1-F56 $ 2,325,464.00 (2) Class LT1-V56 $ 2,325,464.00 (3) Class LT1-F57 $ 2,239,349.50 (2) Class LT1-V57 $ 2,239,349.50 (3) Class LT1-F58 $ 2,179,728.00 (2) Class LT1-V58 $ 2,179,728.00 (3) Class LT1-F59 $ 52,528,732.00 (2) Class LT1-V59(5) $ 52,528,732.00 (3) Class LT1-FMT (4) (4) ____________________

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1ss, Class LT-A-2A-1mz, Class LT-A-3A-2a, Class LT-A-4A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Clas▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-M-3M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Lower Tier Corresponding Lower Tier Interest Initial Lower Tier Upper Tier Class Designation Rate Principal Amount REMIC Class ----------------- -------- ---------------------------- ------------- Class LT-A-1ss (1) 1/2 initial Corresponding A-1ss Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding A-1mz Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding A-2a Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding A-2b Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding A-2c Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding M-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.079.01. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A1, Class LT-A-2, Class LT-A-3, Class LT-A-4A2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC CLASS ----------------- ------------- ------------------ ------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Current Maximum Amount plus 1/2 Subordinated Amount, less $2,000 Class LT-Group I (2) $1,715.21 Class LT-Group II (3) $284.79 Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier Class Designation Interest Rate Principal Amount REMIC Class

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within Depositor is the owner of the Trust Fund be treated that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes as comprising two REMICs purposes, the Trust Fund (each, other than the Corridor Contracts and the Corridor Contract Reserve Fund) will consist of three real estate mortgage investment conduits (each a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC," the "Middle Tier REMIC" and the Upper Tier "Master REMIC, ," respectively). Each Class of Certificates (Certificate, other than the Class P and Class A-R Certificates)Certificate, other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents will represent ownership of a one or more regular interest interests in the Upper Tier Master REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents will represent ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Master REMIC. The Master REMIC will hold as assets the several classes of uncertificated Middle Tier REMIC for purposes of Interests (other than the REMIC ProvisionsClass MTR-A-R Interest). The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Middle Tier REMIC shall will hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out belowREMIC Interests (other than the Class LTR-A-R Interest). The Lower Tier REMIC will hold as assets all property of the Trust Fund (other than the Corridor Contract and the Corridor Contract Reserve Fund). Each such Middle Tier REMIC Interest (other than the Class MTR-A-R Interest) is hereby designated as a regular interest in the Middle Tier REMIC and each Lower Tier Regular REMIC Interest (other than the Class LTR-A-R Interest) is hereby designated as a regular interest in the Lower Tier REMICREMIC . The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated latest possible maturity date of all REMIC regular interests created herein shall be the LT Accretion Directed Classes (the "LT Accretion Directed Classes")Latest Possible Maturity Date. The Class P Certificates represent beneficial ownership following table sets forth characteristics of the Prepayment ChargesMaster REMIC Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of LIBOR Certificates represents beneficial ownership may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): =============================================================================== Integral Initial Class Pass-Through Multiples in Class Certificate Rate Minimum Excess of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Designation Balance (per annum) Denomination Minimum ------------------------------------------------------------------------------- Class 1-A-1 $177,910,000.00 6.00% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 1-A-2 $ 6,155,000.00 6.00% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 1-A-3 $125.646,000.00 (1) $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 1-A-4 (2) (3) $25,000.00(4) $1,000.00(4) ------------------------------------------------------------------------------- Class 1-A-5 $ 1,000,000.00 6.00% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 1-A-6 $ 71,459,000.00 6.00% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 1-A-7 $ 10,341,000.00 6.00% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 2-A-1 $100,000,000.00 5.50% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 2-A-2 $ 4,225,000.00 5.50% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 2-A-3 $ 66,878,000.00 5.50% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 2-A-4 $ 36,166,000.00 5.50% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 2-A-5 $ 5,809,000.00 5.50% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 2-A-6 $ 45,637,000.00 5.50% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 2-A-7 $ 10,541,000.00 5.50% $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class 1-X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.(5) (6) $25,000.00(4) $1,000.00(4) ------------------------------------------------------------------------------- Class 2-X (7) (8) $25,000.00(4) $1,000.00(4) ------------------------------------------------------------------------------- Class PO $ 524,536.00 (9) $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class A-R(10) $ 100.00 6.00% (11) (11) ------------------------------------------------------------------------------- Class M $ 13,800,000.00 (12) $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class B-1 $ 4,829,000.00 (12) $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class B-2 $ 2,760,000.00 (12) $25,000.00 $1,000.00 ------------------------------------------------------------------------------- Class B-3 $ 2,760,000.00 (12) $100,000.00 $1,000.00 ------------------------------------------------------------------------------- Class B-4 $ 2,070,000.00 (12) $100,000.00 $1,000.00 ------------------------------------------------------------------------------- Class B-5 $ 1,378,832.11 (12) $100,000.00 $1,000.00 =============================================================================== ------------------------------------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests, set out below. Each such Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Upper Tier REMIC REMIC Initial Lower Tier REMIC Regular Class Designation Interest Rate REMIC Principal Amount Interest ----------------- ------------- ---------------------- ------------- Class LT-A-1 (1) 1/4 Corresponding Upper Tier A-1 REMIC Regular Interest initial Class Principal Balance Class LT-A-2 (1) 1/4 Corresponding Upper Tier A-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-1 (1) 1/4 Corresponding Upper Tier M-1 REMIC Regular Interest initial Class Principal Balance Class LT-M-2 (1) 1/4 Corresponding Upper Tier M-2 REMIC Regular Interest initial Class Principal Balance Class LT-M-3 (1) 1/4 Corresponding Upper Tier M-3 REMIC Regular Interest initial Class Principal Balance Class LT-B-1 (1) 1/4 Corresponding Upper Tier B-1 REMIC Regular Interest initial Class Principal Balance Class LT-B-2 (1) 1/4 Corresponding Upper Tier B-2 REMIC Regular Interest initial Class Principal Balance Class LT-B-3 (1) 1/4 Corresponding Upper Tier B-3 REMIC Regular Interest initial Class Principal Balance Class LT-Accrual (1) 1/4 Pool Stated Principal N/A Balance plus 1/4 Subordinated Amount Class LT-Group I(SUB) (1) 0.01% initial Group Subordinate Amount of the Group I Mortgage Loans Class LT-Group I (2) 0.01% initial aggregate N/A Stated Principal Balance of the Group I Mortgage Loans Class LT-Group II(SUB) (1) 0.01% initial Group N/A Subordinate Amount of the Group II Mortgage Loans Class LT-Group II (3) 0.01% initial aggregate Stated Principal Balance of the Group II Mortgage Loans Class LT-XX (1) 1/2 initial aggregate Stated Principal Balance of the Mortgage Loans, less aggregate Initial Lower Tier REMIC Principal Amounts of Class LT-Group I(SUB), Class LT-Group I, Class LT-Group II(SUB) and Class LT-Group II Interests Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R and Class LT-R comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4A, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. The Lower Tier REMIC shall hold as assets all of the assets included in the Trust Fund other than Prepayment Charges and the Excess Reserve Fund Account. LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER CORRESPONDING LATEST POSSIBLE DESIGNATION INTEREST RATE PRINCIPAL AMOUNT CLASS MATURITY DATE Class LT-A (1) 1/2 of the Class A October 25, 2033 Corresponding Class initial principal balance Class LT-M-1 (1) 1/2 of the Class M-1 October 25, 2033 Corresponding Class initial principal balance

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAmounts, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.079.01. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A1, Class LT-A-2, Class LT-A-3, Class LT-A-4A2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 M-2 and Class LT-B-3 Interests B-1 are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions portion of the Trust Fund shall be treated as a grantor trust.. CORRESPONDING LOWER TIER LOWER TIER INITIAL LOWER TIER UPPER TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC CLASS -------------------------------------------------------------------------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Balance plus1/2 Subordinated Amount Class LT-R (2) (2)

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "“Trust REMIC" ” or, in the alternative, the Lower Pooling-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each Class of Certificates (other than As further described herein, the Class P Certificates, the Class X Certificates, and each Class R Certificates), of Offered Certificates (other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, Carry Forward Amounts) represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class Class of residual interest in each of the Lower Pooling-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Pooling-Tier Regular Interests, each set out below. Each such Lower Pooling-Tier Regular Interest is hereby designated as a regular interest in the Lower Pooling-Tier REMIC. The Class LT-A-1A1, Class LT-A-2A2, Class LT-A-3A3, Class LT-A-4A4, Class LT-M-1A4, Class LT-M-2A5, Class LT-M-3M1, Class LT-M2, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT “LT-Accretion Directed Classes"”). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates Each Offered Certificate represents a beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class X Interest and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. Class LT-A-1 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class A-1 Class LT-A-2 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class A-2 Class LT-A-3 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class A-3 Class LT-A-4 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class A-4 Class LT-A-5 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class A-5 Class LT-M-1 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class M-1 Class LT-M-2 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class M-2 Class LT-B-1 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class B-1 Class LT-B-2 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class B-2 Class LT-B-3 (1) ½ initial Class Certificate Balance of Corresponding Upper-Tier REMIC Regular Class B-3 Class LT-Accrual (1)(3) (2) N/A Class PT-R (4) (4) N/A

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.079.01. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent Certificate represents beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. CORRESPONDING LOWER TIER CLASS LOWER TIER INITIAL LOWER TIER UPPER TIER DESIGNATION INTEREST RATE PRINCIPAL AMOUNT REMIC CLASS ---------------- ------------- ---------------- ----------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding A-2 Upper Tier REMIC initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding A-3 Upper Tier REMIC initial principal balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC initial principal balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC initial principal balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC initial principal balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC initial principal balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus1/2Subordinated Amount, less $2,000 Class LT-Group I (2) $1,298.90 Class LT-Group II (3) $701.10 Class LT-R (4) (4)

PRELIMINARY STATEMENT. The Trustee shall elect that two five segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two five REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC I, REMIC II, REMIC III, REMIC IV and the Upper Tier REMICREMIC V, respectively). Each Class of Certificates (Certificates, other than the Class P and Class R Certificates), Certificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsSwap Agreement and the Pre-Funding Reserve Account, represents ownership of a one or more regular interest interests in the Upper Tier REMIC V for purposes of the REMIC Provisions. Additionally, the Class X Certificates represent the obligation to make certain payments of Basis Risk Carry Forward Amounts to Holders of LIBOR Certificates, and the LIBOR Certificates represent the obligation to make certain payments to the Class X Certificateholder to the extent that the interest accrued on its corresponding REMIC V Regular Interest is in excess of the interest accrued on such LIBOR Certificate. The Class P Certificates represent beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Class I Interests are uncertificated REMIC V Regular Interests and are designed to fund net swap payments, in full or in part, on the Interest Rate Swap Agreement. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC I, REMIC II, REMIC III, REMIC IV and the Upper Tier REMIC V for purposes of the REMIC Provisions. The Class R-V, Class R-IV, Class R-III, Class R-II and Class R-I Interests comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC V shall hold as assets the several classes of uncertificated Lower Tier REMIC IV Regular Interests, set out below. Each such Lower Tier REMIC IV Regular Interest is hereby designated as a regular interest in the Lower Tier REMICREMIC IV. The Class LTIV-A-1, Class LTIV-A-2, Class LTIV-A-3, Class LT-A-4, Class LTIV-M-1, Class LTIV-M-2, Class LTIV-M-3, Class LTIV-M-4, Class IV-M-5, Class IV-M-6, Class IV-B-1, Class LTIV-B-2 B-2, Class IV-B-3, and Class LTIV-B-3 B-4 Interests are hereby designated the LT Accretion Directed Classes (the "LT REMIC IV Accretion Directed Classes"). The Class P Certificates represent beneficial ownership REMIC IV shall hold as assets the several classes of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of uncertificated REMIC III Regular Interests. Each such REMIC III Regular Interest is hereby designated as a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trustIII.

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "Trust REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of LIBOR Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, Agreement) represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class Class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, Interests each set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2A-2A, Class LT-A-3A-2B, Class LT-A-4A-3A, Class LT-A-3B, Class LT-M-1, Class LT-M-2, Class LTClas▇ ▇▇-M-3▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, ▇▇▇▇▇ ▇▇-▇-▇, Class LT-B-1, Class LT-B-2 B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates Certificate represents a beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. Lower-Tier REMIC Corresponding Upper-Tier Lower-Tier REMIC Lower-Tier Interest Initial Lower-Tier Regular Class Designation Rate Principal Amount Interest ------------------ ---------- ------------------------------ ------------- Class LT-A-1 (1) 1/2 initial Class Certificate A-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2A (1) 1/2 initial Class Certificate A-2A Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2B (1) 1/2 initial Class Certificate A-2B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-3A (1) 1/2 initial Class Certificate A-3A Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-A-3B (1) 1/2 initial Class Certificate A-3B Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate M-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate M-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate M-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate B-1 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate B-2 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate B-3 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-B-4 (1) 1/2 initial Class Certificate B-4 Balance of Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I, Class LT-Group II and Class LT-Group III Class LT-Group I (2) 0.01% aggregate Stated N/A Principal Balance of Group I Mortgage Loans (5) Class LT-Group II (3) 0.01% aggregate Stated N/A Principal Balance of Group I Mortgage Loans (5) Class LT-Group III (4) 0.01% aggregate Stated N/A Principal Balance of Group I Mortgage Loans (5) Class LT-R (6) (6) N/A

PRELIMINARY STATEMENT. The Trustee shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, each a "REMIC" or, in the alternative, the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (Certificate, other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a one or more regular interest interests in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, Middle Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. Class UT-R, Class MT-R and Class LT-R comprise the Class R Certificate. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate regular interest is the latest date referenced for such regular interest in Section 2.07this preliminary statement. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Middle Tier Regular Interests. Each such Middle Tier Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC. Class MT-A-1, Class MT-A-2, Class MT-A-3, Class MT-A-4, Class MT-A-5, Class MT-M-1, Class MT-M-2, Class MT-M-3, Class MT-B-1, Class MT-B-2 and Class MT-B-3 are hereby designated the MT Accretion Directed Classes. The Class P Certificate represents beneficial ownership of the Prepayment Charges, which portion of the Trust Fund shall be treated as a grantor trust. The Middle Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all of the assets included in the Trust Fund other than Prepayment Charges, the Excess Reserve Fund Account, the Pre-Funding Accounts, the Capitalized Interest Account and the Cap Agreement. The Lower Tier REMIC shall issue the following classes of interests, and each Lower Tier Interest, other than the Class LT-A-1R Interest, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are is hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of as a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Lower Tier REMIC. Lower Tier Class Tier Interest Initial Tier Principal Designation Rate Amount Latest Possible Maturity Date ---------------- ------------- ---------------------- ----------------------------- Class LT-C (1) $558,949,180 November 25, the Excess Reserve Fund Account and the Interest Rate Cap Agreements2033 Class LT-N (2) (3) November 25, which portions of the Trust Fund shall be treated as a grantor trust.2033 Class LT-PO (4) $154,608,415 November 25, 2033 Class LT-R (5) (5) November 25, 2033

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the "Lower Tier REMIC REMIC" and the "Upper Tier REMIC", respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1A-1ss, Class LT-A-2A-1mz, Class LT-A-3A-2a, Class LT-A-4A-2b, Class LT-A-2c, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier REMIC Class Designation Interest Rate Principal Amount Class ------------------------ ------------------- ----------------------------------------- -------------------- Class LT-A-1ss (1) 1/2 initial Corresponding Upper Tier A-1ss REMIC Class initial Class Certificate Balance Class LT-A-1mz (1) 1/2 initial Corresponding Upper Tier A-1mz REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding Upper Tier A-2a REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding Upper Tier A-2b REMIC Class initial Class Certificate Balance Class LT-A-2c (1) 1/2 initial Corresponding Upper Tier A-2c REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier M-4 REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier M-5 REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier M-6 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower-Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans (4) Class LT-R (5) (5)

PRELIMINARY STATEMENT. The Trustee shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, a "Trust REMIC" or, in the alternative, the Lower Pooling-Tier REMIC, the Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, Agreement) represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class Class of residual interest in each of the Lower Pooling-Tier REMIC, the Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Start-up Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.06. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, and the Lower-Tier REMIC shall hold as assets the several classes of uncertificated Pooling-Tier Regular Interests, each set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC and each such Pooling-Tier Regular Interest is hereby designated as a regular interest in the Pooling-Tier REMIC. The Class LT-A-1, Class LT-A-2A-2A, Class LT-A-3A-2B, Class LT-A-4A-IO, Class LT-M-1M1, Class LT-M-2M2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates Offered Certificate represents a beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. POOLING-TIER REMIC ------------------ POOLING-TIER POOLING-TIER INITIAL POOLING-TIER CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT ------------------- ------------- -------------------- Class PT-IA (1) $ 152,100,788.00 Class PT-IB1 (1) $ 6,997,000.00 Class PT- IB2 (1) $ 27,989,000.00 Class PT-IB3 (1) $ 27,989,000.00 Class PT-IIA (2) $ 65,346,758.00 Class PT-II-B1 (2) $ 3,003,000.00 Class PT-IIB2 (2) $ 12,011,000.00 Class PT-IIB3 (2) $ 12,011,000.00 Class PT-R (3) (3)

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, a "Trust REMIC" or, in the alternative, the Lower "Lower-Tier REMIC REMIC", the "Upper-Tier REMIC" and the Upper Tier "Class X REMIC", respectively). Each The Class X Interest and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the Lower sole class of residual interest in the Lower-Tier REMIC and the Upper Tier Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Class X REMIC shall hold as assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of "Trust Fund" herein (other than the Prepayment Premiums, the Interest Rate Corridor Agreement and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1AV-1, Class LT-A-2AF-2, Class LT-A-3AF-3, Class LT-A-4AF-4, Class LT-AF-5, Class LT-AF-6, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 B-2, Class LT-B-3 and Class LT-B-3 B-4 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates (excluding the Class P, Class X and the Residual Certificates) represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class X REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. The Lower-Tier REMIC Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ----------------------------- ----------------- -------------------------------------------- ---------------------- Class LT-AV-1 (1) 1/2 initial Class Certificate Balance of AV-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2 (1) 1/2 initial Class Certificate Balance of AF-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3 (1) 1/2 initial Class Certificate Balance of AF-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4 (1) 1/2 initial Class Certificate Balance of AF-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5 (1) 1/2 initial Class Certificate Balance of AF-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-6 (1) 1/2 initial Class Certificate Balance of AF-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-5 (1) 1/2 initial Class Certificate Balance of M-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-6 (1) 1/2 initial Class Certificate Balance of M-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular Interest Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ----------------------------- ----------------- -------------------------------------------- ---------------------- Class LT-B-3 (1) 1/2 initial Class Certificate Balance of B-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-4 (1) 1/2 initial Class Certificate Balance of B-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of Offered Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Offered Certificates to receive Basis Risk CarryForward Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsAgreement), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 M-2 and Class LT-B-3 M-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Offered Certificate represents a beneficial ownership of a regular interest in the Upper-Tier REMIC and the right to receive Basis Risk Carry Forward Amounts and the Class of LIBOR Certificates X Certificate represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAgreement, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower-Tier Interest Lower-Tier Initial Lower-Tier Upper-Tier REMIC Designation Interest Rate Principal Amount Class --------------------- --------------- ---------------------------------------- ---------------- Class LT-A-1 (1) 1/2 initial Class Certificate Balance of A-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-A-2 (1) 1/2 initial Class Certificate Balance of A-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount Class LT-Group I (2) 0.001 % aggregate Stated Principal Balance of Group I Mortgage Loans Class LT-Group II (3) 0.001 % aggregate Stated Principal Balance of Group I Mortgage Loans Class LT-R (4) (4) -------------

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two three segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two three REMICs (each, a "Trust REMIC" or, in the alternative, the Lower "Lower-Tier REMIC REMIC", the "Upper-Tier REMIC" and the Upper Tier "Class X REMIC", respectively). Each The Class X Interest and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each the Upper-Tier REMIC, the Class RC Certificates represent ownership of the Lower sole class of residual interest in the Lower-Tier REMIC and the Upper Tier Class RX Certificates represent ownership of the sole class of residual interest in the Class X REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Class X REMIC shall hold as assets the Class X Interest as set out below. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets described in the definition of "Trust Fund" herein (other than the Prepayment Premiums, the Interest Rate Cap Agreement and the Excess Reserve Fund Account). Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1AV-1, Class LT-A-2AF-2A, Class LT-A-3AF-2B, Class LT-A-4AF-3A, Class LT-AF-3B, Class LT-AF-4A, Class LT-AF-4B, Class LT-AF-5A, Class LT-AF-5B, Class LT-AF-6, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment ChargesPremiums, each Class of LIBOR Certificates (excluding the Class P, Class X and the Residual Certificates) represents beneficial ownership of a regular interest in the Upper Upper-Tier REMIC and the right to receive Basis Risk CarryForward Carry Forward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, Class X REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions of the Trust Fund shall be treated as a grantor trust.. The Lower-Tier REMIC Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ------------------------------------------------------------------------------------------------------------------ Class LT-AV-1 (1) 1/2 initial Class Certificate Balance of AV-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2A (1) 1/2 initial Class Certificate Balance of AF-2A Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2B (1) 1/2 initial Class Certificate Balance of AF-2B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3A (1) 1/2 initial Class Certificate Balance of AF-3A Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3B (1) 1/2 initial Class Certificate Balance of AF-3B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4A (1) 1/2 initial Class Certificate Balance of AF-4A Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4B (1) 1/2 initial Class Certificate Balance of AF-4B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5A (1) 1/2 initial Class Certificate Balance of AF-5A Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5B (1) 1/2 initial Class Certificate Balance of AF-5B Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-6 (1) 1/2 initial Class Certificate Balance of AF-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular Interest Corresponding Lower-Tier Interest Lower-Tier Upper-Tier REMIC Designation Interest Rate Initial Lower-Tier Principal Amount Class ------------------------------------------------------------------------------------------------------------------ Class LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-5 (1) 1/2 initial Class Certificate Balance of M-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-6 (1) 1/2 initial Class Certificate Balance of M-6 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-3 (1) 1/2 initial Class Certificate Balance of B-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2A-2A, Class LT-A-2B, Class LT-A-3, Class LT-A-4, Class LT-A-5, Class LT-A-6, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier REMIC Class Designation Interest Rate Principal Amount Class ----------------- ------------- ------------------ ---------------- Class LT-A-1 (1) 1/2 initial Corresponding A-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2A (1) 1/2 initial Corresponding A-2A Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-2B (1) 1/2 initial Corresponding A-2B Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-3 (1) 1/2 initial Corresponding A-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-4 (1) 1/2 initial Corresponding A-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-5 (1) 1/2 initial Corresponding A-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-A-6 (1) 1/2 initial Corresponding A-6 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding M-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding M-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding M-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding M-4 Upper Tier REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding M-5 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding B-1 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding B-2 Upper Tier REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding B-3 Upper Tier REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of Class LT-Group I and Class LT-Group II Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans(4) Class LT-Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(4) Class LT-R (6) (6) ------------

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.05. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2A-2a, Class LT-A-3A-2b, Class LT-A-4A-3a, Class LT-A-3b, Class LT-A-3c, Class LT-A-3d, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust.. Corresponding Lower Tier Lower Tier Initial Lower Tier Upper Tier REMIC Class Designation Interest Rate Principal Amount Class --------------------- ---------------- --------------------------------------------- ---------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier A-1 REMIC Class initial Class Certificate Balance Class LT-A-2a (1) 1/2 initial Corresponding Upper Tier A-2a REMIC Class initial Class Certificate Balance Class LT-A-2b (1) 1/2 initial Corresponding Upper Tier A-2b REMIC Class initial Class Certificate Balance Class LT-A-3a (1) 1/2 initial Corresponding Upper Tier A-3a REMIC Class initial Class Certificate Balance Class LT-A-3b (1) 1/2 initial Corresponding Upper Tier A-3b REMIC Class initial Class Certificate Balance Class LT-A-3c (1) 1/2 initial Corresponding Upper Tier A-3c REMIC Class initial Class Certificate Balance Class LT-A-3d (1) 1/2 initial Corresponding Upper Tier A-3d REMIC Class initial Class Certificate Balance Class LT-M-1 (1) 1/2 initial Corresponding Upper Tier M-1 REMIC Class initial Class Certificate Balance Class LT-M-2 (1) 1/2 initial Corresponding Upper Tier M-2 REMIC Class initial Class Certificate Balance Class LT-M-3 (1) 1/2 initial Corresponding Upper Tier M-3 REMIC Class initial Class Certificate Balance Class LT-M-4 (1) 1/2 initial Corresponding Upper Tier M-4 REMIC Class initial Class Certificate Balance Class LT-M-5 (1) 1/2 initial Corresponding Upper Tier M-5 REMIC Class initial Class Certificate Balance Class LT-M-6 (1) 1/2 initial Corresponding Upper Tier M-6 REMIC Class initial Class Certificate Balance Class LT-B-1 (1) 1/2 initial Corresponding Upper Tier B-1 REMIC Class initial Class Certificate Balance Class LT-B-2 (1) 1/2 initial Corresponding Upper Tier B-2 REMIC Class initial Class Certificate Balance Class LT-B-3 (1) 1/2 initial Corresponding Upper Tier B-3 REMIC Class initial Class Certificate Balance Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Subordinated Amount, less aggregate initial Lower Tier Principal Amount of Class LT-Group I, Class LT-Group II and Class LT-Group III Interests Class LT-Group I (2) 0.001% aggregate Stated Principal Balance of Group I Mortgage Loans (4) Class LT-Group II (3) 0.001% aggregate Stated Principal Balance of Group II Mortgage Loans(4) Class LT-Group III (5) 0.001% aggregate Stated Principal Balance of Group III Mortgage Loans(4) Class LT-R (6) (6)

PRELIMINARY STATEMENT. The Trustee Securities Administrator on behalf of the Trust shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC, respectively). Each The Class X Certificates and each Class of Principal Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Principal Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap AgreementsCarry Forward Amounts), represents ownership of a regular interest in the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents Certificates represent ownership of the sole class of residual interest in each of the Lower Lower-Tier REMIC and the Upper Upper-Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.072.04. The Upper Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower Lower-Tier Regular Interests, set out below. Each such Lower Lower-Tier Regular Interest is hereby designated as a regular interest in the Lower Lower-Tier REMIC. The Class LT-A-1AV-1, Class LT-A-2AF-2, Class LT-A-3AF-3, Class LT-A-4AF-4, Class LT-AF-5, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, B-1 and Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT LT-Accretion Directed Classes (the "LT LT-Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Upper-Tier REMIC, REMIC and the Excess Reserve Fund Account and the Interest Rate Cap AgreementsAccount, which portions portion of the Trust Fund shall be treated as a grantor trust.. Lower-Tier Interest Lower-Tier Interest Corresponding Designation Rate Initial Lower-Tier Principal Amount Upper-Tier REMIC Class ----------- ---- ----------------------------------- ---------------------- Class LT-AV-1 (1) 1/2 initial Class Certificate Balance of AV-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-2 (1) 1/2 initial Class Certificate Balance of AF-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-3 (1) 1/2 initial Class Certificate Balance of AF-3 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-4 (1) 1/2 initial Class Certificate Balance of AF-4 Corresponding Upper-Tier REMIC Regular Interest Class LT-AF-5 (1) 1/2 initial Class Certificate Balance of AF-5 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular Interest Class LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular Interest Class LT-Accrual (1) 1/2 Pool Stated Principal Balance plus 1/2 Overcollateralized Amount Class LT-R (2) (2) ------------