Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller and the Underlying Certificates from the Underlying Certificates Seller. On the Closing Date, the Depositor will sell the Mortgage Loans Loans, the Underlying Certificates and certain other property to the related Trust Fund and receive in consideration therefor Certificates the related Certificates, together evidencing the entire beneficial ownership interest in the Trust FundFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC I and the Class R-I Certificates Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC II and the Class R-II Certificates Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC III and the Class R-III Certificates Interest will be designated the "residual interest" in such REMIC. The Class I-R Certificates will represent beneficial ownership of the Class R-I Interest, the Class R-II Interest and the Class R-III Interest. The Trustee will elect to treat the segregated pool of assets consisting of, among other things, the percentage interest of the Underlying Certificates set forth herein as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC IV. The Class II-R Certificates will represent the sole class of “"residual interests” " in such REMICREMIC IV for purposes of the REMIC Provisions. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75183,539,285.25. The initial principal amount of the Mortgage Pass-Through Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will Underlying Certificates have an Outstanding Principal Balance aggregate outstanding principal amount as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of Closing Date equal to $57,194,722.80159,959,712.75. The Group II Mortgage Loans will have an Outstanding Principal Balance as initial principal amount of the CutRe-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans REMIC Certificates will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:not exceed such outstanding principal amount.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV. Loan Group I will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75441,571,494.71. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Loan Group I Mortgage Loans II will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16690,096,325.67. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Mortgage Loan Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75____________. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Mortgage Loan Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III III-A to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III-A Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC III-B to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III-B Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VII to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VII Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III-A, REMIC III-B, REMIC IV, REMIC V and REMIC VI. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC VII. The Sub-Loan Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $959,624,910.79. The Sub-Loan Group I-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,000,382,722.60. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Sub-Loan Group I I-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80682,006,957.34. The Sub-Loan Group II II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $77,369,635.47. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08616,553,063.81. The Sub-Loan Group III II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71693,617,364.21. The Sub-Loan Group IV III-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16155,372,731.43. The Sub-Loan Group III-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $413,494,550.79. The Sub-Loan Group III-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $588,622,430.52. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off DateTrust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The initial principal amount Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will not exceed such Outstanding Principal Balanceevidence ownership of the "residual interest" in REMIC IV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80433,101,502.12. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16378,339,472.62. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.751,173,972,520. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust FundFunds. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class RI-I R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class RII-II R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC, and the Class RII-III R-2 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated “regular interests” in such REMIC, and the Class II-R-3 Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance been divided into two Loan Groups, designated as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal BalanceLoan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80171,076,692.91. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08264,124,403.03. The Group III I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Dateand Group II Mortgage Loans, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor therefor, Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II Regular Interests, which constitute REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75812,377,915.14. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Initial Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to the related Subsequent Transfer Date, the Depositor will acquire the related Subsequent Mortgage Loans from EMC. On the related Subsequent Transfer Date, the Depositor will sell the related Subsequent Mortgage Loans and certain other property to the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Initial Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16782,026,532. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16602,048,805. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On April 1, 2003 the Seller formed Xxxxxxxxx Mortgage Securities Trust 2003-2, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated April 1, 2003 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety on the Closing Date by this Agreement. Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerXxxxxxxxx. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates R-1 Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,060,891,769.76. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of and the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, Xxxxxxxxx, the Seller Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The EMC will be the Master Servicer for the Mortgage Loans. As provided herein, the Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I included in the Trust Fund to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC("REMIC I"). The Trustee on behalf of the Trust shall also make an election for the assets constituting certificates issued by REMIC II I, other than the Class R-1 Certificates, to be treated for federal income tax purposes as a REMICREMIC ("REMIC II"). For federal income tax purposes, REMIC II shall be considered to have issued the Certificates, other than the Class R-1 Certificates. On October 18, 2001 (the "Startup Day"), the each class of REMIC II I Regular Interests will be designated the “regular interests” in such REMIC, Certificates and each Class of Certificates except for the Class R-II R-1 and Class R-2 Certificates will be designated the sole class of “residual "regular interests” " in such a REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Class R-1 and Class R-2 Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “"residual interests” " in such REMICREMIC I and REMIC 2, respectively. The Mortgage Loans will consist of two Mortgage Loan Groups. The Group 1 Mortgage Loans and the Group 2 Mortgage Loans will have an Outstanding aggregate Scheduled Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due or, in the case of the Simple Interest Loans in such Mortgage Loan Group, the principal portion of all scheduled payments received, on or before the Cut-off Date, of $1,186,926,935.7567,065,251 and $15,137,663, respectively, or $82,202,914 for all of the Mortgage Loans. The initial principal amount of the Certificates will not exceed such Outstanding aggregate Scheduled Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV. Loan Group I will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off DateDate and including the Pre-Funded Amount with respect to Loan Group I, of $1,186,926,935.75515,263,887.83. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Loan Group I Mortgage Loans II will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off DateDate and including the Pre-Funded Amount with respect to Loan Group II, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16812,842,110.55. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Initial Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to the related Subsequent Transfer Date, the Depositor will acquire the related Subsequent Mortgage Loans from EMC. On the related Subsequent Transfer Date, the Depositor will sell the related Subsequent Mortgage Loans and certain other property to the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Initial Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16952,627,478. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerBear Xxxxxxx Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. Norwest will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I VI Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-6 Certificate will be designated the “regular "residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC V Regular Certificates will be designated "regular interests" in such REMIC and the Class R-I R-5 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the Class R-4 Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-3 Certificates will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II R-2 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Regular Classes of Certificates except for the Residual Certificates will be designated "regular interests" in such REMIC and the Class R-1 Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75524,129,196.63. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class RI-I R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class RII-II R Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC, and the Class RI-III Certificates R-2 Interest will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall establish and maintain the ES Trust, which shall issue the Certificates (other than the Class I-R-1 Certificates and the Class II-R Certificates) and the corpus of which shall consist of the REMIC III Regular Interests and the Class I-R-2 Interest and all proceeds of thereof and be held by the Trustee for the benefit of the Holders of such Certificates. It is intended, for federal income tax purposes, that the ES Trust will qualify as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, and that, to the fullest extent possible, beneficial ownership of a Certificate (other than the Class I-R-1 Certificates and the Class II-R Certificates) will be treated as direct beneficial ownership of each individual, uncertificated REMIC III Regular Interest or Class I-R-2 Interest held by the ES Trust for which such Certificate is designated as the Corresponding Certificate in Section 5.01(c)(iii). The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75299,959,137.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Mortgage Loans have been divided into two Loan Groups, designated as Loan Group I and Loan Group II. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80175,129,610.94. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08124,829,526.50. The Group III I Certificates and Group II Certificates shall receive distributions solely with respect to the Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Dateand Group II Mortgage Loans, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16respectively. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. [On or prior to the Closing Date, the Depositor Initial Beneficial Holder has acquired the Mortgage Loans from the Seller. [ ].] On the Closing Date, the Depositor Initial Beneficial Holder will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. [ ] will be the Master Servicer for the Mortgage Loans. The Trustee on behalf shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On [ ], 200[ ] (the "Startup Day"), all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Trust Class R-2 Certificates will be designated the "residual interest" in such REMIC. The Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests Classes of Certificates except for the Class R-1, Class R-2 and Class X Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I R-1 Certificates will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf Each component of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes Class X Certificates as described in Section 5.01 (each, a REMIC. On the Startup Day, the REMIC II Regular Interests "Separate Component") will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “"regular interests” interest" in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. REMIC I. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Off Date, after deducting all Scheduled Principal due on or before the Cut-off Off Date, of $1,186,926,935.75[ ]. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorInitial Beneficial Holder, the Master Servicer, the Securities Administrator, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75632,190,222.63. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all related Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80973,234,541. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all related Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16279,350,336. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II R-2 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates (other than the Class R Certificates and exclusive, in the case of the Class I-A-1 Certificates and Class I-A-2 Certificates, of any right to receive payments in respect of the Basis Risk Shortfall Carryover Amount or, in the case of the Class I-X Certificates, of any obligation to make payments in respect of the Basis Risk Shortfall Carryover Amount) will be designated the “regular interests” in such REMIC, and the Class R-III R-3 Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75493,289,027.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80347,104,287.97. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16146,184,739.47. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.752,330,289,891. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master ServicerSeller, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Sponsor intends to sell Certificates, to be issued hereunder in multiple Classes, which in the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing evidence the entire beneficial ownership interest in the Trust Fundto be created hereunder. The Trustee on behalf As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the Trust shall make an election for the Mortgage Loans and certain other related assets constituting subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. Each of the REMIC I Regular Interests will relate to a specific Mortgage Loan. Each such REMIC I Regular Interest will have: (i) subject to adjustment as provided herein, a REMICREMIC I Remittance Rate equal to the Net Mortgage Rate as of the Closing Date of the related Mortgage Loan; and (ii) an initial Uncertificated Principal Balance equal to the Cut-off Date Balance of the related Mortgage Loan. On The Legal Final Distribution Date for each REMIC I Regular Interest is the Startup Day, first Distribution Date following such Mortgage Loan's Stated Maturity Date. None of the REMIC I Regular Interests will be designated certificated. As provided herein, the “regular interests” in such REMICREMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and the such segregated pool of assets will be designated as "REMIC II." The Class R-I II Certificates will be designated represent the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC II for purposes of the Trust shall make an election for the assets constituting REMIC II to be treated for Provisions under federal income tax purposes law. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. The Legal Final Distribution Date for each REMIC II Regular Interest is the first Distribution Date following the Stated Maturity Date of the Mortgage Loan that has, as a REMICof the Closing Date, the latest Stated Maturity Date. On the Startup Day, None of the REMIC II Regular Interests will be designated certificated. Initial REMIC II Uncertificated Designation Remittance Rate Principal Balance ----------- --------------- ----------------- A-1 Variable (1) $ 205,079,000 A-2 Variable (1) $ 514,190,000 B Variable (1) $ 47,951,000 C Variable (1) $ 58,046,000 D Variable (1) $ 60,570,000 E Variable (1) $ 37,856,000 F Variable (1) $ 12,619,000 G Variable (1) $ 25,238,000 H Variable (1) $ 7,571,000 J Variable (1) $ 15,143,000 K Variable (1) $ 7,571,000 L Variable (1) $ 17,666,069 --------------- (1) Calculated in accordance with the “regular interests” in such REMICdefinition of "REMIC II Remittance Rate". As provided herein, and the Class R-II Certificates REMIC Administrator will be designated elect to treat the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf assets consisting of the Trust shall make an election for the assets constituting REMIC III to be treated II Regular Interests as a REMIC for federal income tax purposes as a REMIC. On the Startup Daypurposes, the Regular Certificates and such segregated pool of assets will be designated the “regular interests” in such REMIC, and the as "REMIC III". The Class R-III Certificates will be designated represent the sole class of “"residual interests” " in such REMICREMIC III for purposes of the REMIC Provisions under federal income tax law. The Mortgage Loans will have an Outstanding following table irrevocably sets forth the designation, the Pass-Through Rate and the initial Class Principal Balance for each of the Classes of REMIC III Regular Certificates. The Legal Final Distribution Date for each Class of REMIC III Regular Certificates is the first Distribution Date following the Stated Maturity Date of the Mortgage Loan that has, as of the Cut-off Closing Date, after deducting all Scheduled Principal due on or before the Cut-off latest Stated Maturity Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the “regular interests” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II and the REMIC III. The Class R-III X Certificates will be designated evidence ownership of the sole class of “residual interestsinterest” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal BalanceREMIC IV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80694,740,344.38. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16427,482,500.22. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interest will be designated “the “regular interestsinterest” in such REMIC, . The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I and the REMIC II. The Class R-III X Certificates will be designated evidence ownership of the sole class of “residual interestsinterest” in such REMICREMIC III. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Stated Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.161,299,276,242. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, REMIC and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates (other than the Class R Certificates) will be designated the “regular interests” in such REMIC, REMIC and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75477,982,017.28. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.8038,197,547.60. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08112,259,020.28. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.7180,368,634.66. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16106,181,764.86. The Group V Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $140,975,049.88. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.751,346,558,186. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80453,634,421.14. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16322,256,590.41. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the “regular interests” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II and the REMIC III. The Class R-III X Certificates will be designated evidence ownership of the sole class of “residual interestsinterest” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal BalanceREMIC IV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80849,583,064.66. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.161,023,269,558.44. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75897,481,009. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On December 14, 2005 the Depositor formed Xxxxxxxxx Mortgage Securities Trust 2005-4, as a Delaware statutory trust (the “Trust”) pursuant to (i) the Trust Agreement, dated as of December 14, 2005 (the “Original Trust Agreement”), among the Depositor, the Trustee and the Delaware Trustee and (ii) a Certificate of Trust, filed with the Secretary of State of the State of Delaware on December 14, 2005 (the “Certificate of Trust”). The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust’s Mortgage Pass-Through Certificates, Series 2005-4 (the “Certificates”) representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerXxxxxxxxx. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “residual interestsinterest” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “residual interestsinterest” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “residual interestsinterest” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,454,401,453. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of and the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, Xxxxxxxxx, the Seller Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC V. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75657,628,597.80. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Loan Group I Mortgage II Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80509,494,314.67. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Loan Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16214,857,588.60. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On March 29, 2004 the Depositor formed Thornburg Mortgage Securities Trust 2004-1, as a Delaware statutoxx xxxxx (the "Trust") pursuant to the Trust Agreement, dated March 29, 2004 (the "Original Trust Agreement"), among the Depositor, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2004-1 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerThornburg. On the Closing Date, the Depositor will sell the Mortgage Loans Mortgxxx Xxxxx and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates R-1 Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates R-2 Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,106,707,889.20. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of and the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, Thornburg, the Seller Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75837,721,231.73. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80104,426,769.57. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08457,084,850.46. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71209,654,827.30. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.1666,554,784.40. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class R-III Certificates REMIC IV Regular Interests will be designated the sole class of “residual regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $766,047,781.66. The Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $136,880,389.73. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75472,793,210.17. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Sub-Loan Group I II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80690,528,356.55. The Sub-Loan Group II II-4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08346,693,730.06. The Sub-Loan Group III II-5 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16284,694,679.77. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from EMC Mortgage Corporation (the "Mortgage Loan Seller" or "EMC"). On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Group 1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance175,580,588.66. The Group I 2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $57,194,722.80121,847,207.15. The Group II 3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $611,499,746.08150,219,388.93. The initial principal amount of the Group III Mortgage Loans 1, Group 2 and Group 3 Certificates will have an not exceed the Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV related Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Loans. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property Certificates, to be issued hereunder in multiple Classes, which in the Trust Fund and receive in consideration therefor Certificates evidencing aggregate will evidence the entire beneficial ownership interest in the Trust FundFund to be created hereunder, the primary assets of which will be the Mortgage Loans. The Trustee on behalf aggregate of the Trust shall make an election for initial Stated Principal Balances of the Mortgage Loans is approximately $1,696,984,278. As provided herein, the Trustee will elect to treat the segregated pool of assets constituting consisting of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. With respect to each Mortgage Loan, there shall be a corresponding REMIC I Regular Interest. The designation for each such REMIC I Regular Interest shall be the loan number for the related Mortgage Loan set forth on the schedule of Mortgage Loans attached hereto as a REMICSchedule I. The REMIC I Remittance Rate (as defined herein) and the initial Uncertificated Principal Balance of each such REMIC I Regular Interest shall be based on the Net Mortgage Rate and the Cut-off Date Principal Balance, respectively, for the related Mortgage Loan. On Determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the Startup Day, "latest possible maturity date" for each such REMIC I Regular Interest shall be the first Distribution Date that follows the Stated Maturity Date for the related Mortgage Loan. None of the REMIC I Regular Interests will be designated certificated. As provided herein, the “regular interests” in such REMICTrustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and the such segregated pool of assets will be designated as REMIC II. The Class R-I II Certificates will be designated represent the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC II for purposes of the Trust shall make an election for the assets constituting REMIC II to be treated for Provisions under federal income tax law. The following table irrevocably sets forth the designation, REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests. Determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each REMIC II Regular Interest shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan that has, as a REMICof the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. On the Startup Day, None of the REMIC II Regular Interests will be designated certificated. REMIC II Initial Uncertificated Designation Remittance Rate Principal Balance ----------- --------------- ----------------- LA-1..................... Variable (*) $261,582,000 LA-2..................... Variable (*) 227,661,000 LA-3..................... Variable (*) 724,100,000 LB....................... Variable (*) 67,879,000 LC....................... Variable (*) 50,909,000 LD....................... Variable (*) 50,909,000 LE....................... Variable (*) 93,334,000 LF....................... Variable (*) 25,454,000 LG....................... Variable (*) 84,849,000 LH....................... Variable (*) 59,394,000 LJ....................... Variable (*) 16,969,000 LK....................... Variable (*) 33,944,278 * Calculated in accordance with the “regular interests” in such REMICdefinition of "REMIC II Remittance Rate." As provided herein, and the Class R-II Certificates Trustee will be designated elect to treat the sole class segregated pool of “residual interests” in such REMIC. The Trustee on behalf assets consisting of the Trust shall make an election for the assets constituting REMIC III to be treated II Regular Interests as a REMIC for federal income tax purposes as a REMIC. On the Startup Daypurposes, the Regular Certificates and such segregated pool of assets will be designated the “regular interests” in such REMIC, and the as "REMIC III". The Class R-III Certificates will be designated represent the sole class of “"residual interests” " in such REMICREMIC III for purposes of the REMIC Provisions under federal income tax law. The Mortgage Loans will have an Outstanding following table irrevocably sets forth the designation, the Pass-Through Rate and initial Class Principal Balance for each of the Classes of REMIC III Regular Certificates. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of REMIC III Regular Certificates shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan that has, as of the Cut-off Closing Date, after deducting all Scheduled Principal due on or before the Cutlongest remaining amortization schedule, irrespective of its scheduled maturity. Certificate Initial Class Designation Pass-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Through Rate Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of ----------- ----------------- ----------------- Class X.................. N/A(1) N/A(2) Class A-1................ 6.830% $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:261,582,000 Class A-2................ 6.853% 227,661,000 Class A-3................ 6.869% 724,100,000 Class B.................. 6.918% 67,879,000 Class C.................. 6.898% 50,909,000 Class D.................. 6.997% 50,909,000 Class E.................. 7.085% 93,334,000 Class F.................. 7.222% 25,454,000 Class G.................. 7.414(3)% 84,849,000 Class H.................. 6.600(3)% 59,394,000 Class J.................. 6.600(3)% 16,969,000 Class K.................. 6.600(3)% 33,944,278

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC, and . The Class R Certificate will evidence ownership of the Class R-III Certificates will be designated the sole class of “residual interestsinterest” in such each REMIC. The Mortgage Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance444,435,924. The Group I Mortgage II Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16555,566,709. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSeller, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III R-2 Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.752,461,994,558.14. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company, the Auction Administrator and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75994,886,070.92. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerBear Stearns Mortgage Capital Corporation ("BSMCC"). On the Xx xhe Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. Norwest will be the Master Servicer for the Mortgage Loans. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I IV Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-4 Certificate will be designated the “regular "residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates will be designated "regular interests" in such REMIC and the Class R-I R-3 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II R-2 Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Regular Classes of Certificates except for the Residual Certificates will be designated "regular interests" in such REMIC and the Class R-1 Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,154,784,435.69. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class R-III Certificates REMIC IV Regular Interests will be designated the sole class of “residual regular interests” in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance804,149,861. The Group I Mortgage II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $57,194,722.80103,929,209. The Group II Mortgage II-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $611,499,746.08690,186,785. The Group III Mortgage II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $216,658,543.71269,487,238. The Group IV Mortgage II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $301,573,923.1695,834,126. The Group II-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $209,676,335. The Group II-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $50,285,483. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class R-III Certificates REMIC IV Regular Interests will be designated the sole class of “residual regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $671,932,306. The Sub-Loan Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $98,646,361. The Sub-Loan Group II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut- off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $504,515,693. The Sub-Loan Group II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75258,405,410. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Sub-Loan Group I II-4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16116,754,970. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to the Closing Datesell mortgage pass-through certificates (collectively, the Depositor acquired "Certificates"), to be issued hereunder in multiple classes (each, a "Class"), which in the Mortgage Loans from aggregate will evidence the Sellerentire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder. On the Closing DateAs provided herein, the Depositor Trustee will sell elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other property related assets subject to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. Each REMIC I Regular Interest will relate to a specific Mortgage Loan and will be designated as a REMICseparate "regular interest" in REMIC I for purposes of the REMIC Provisions under federal income tax law. On Each such REMIC I Regular Interest will (i) have a REMIC I Remittance Rate that, subject to the Startup Dayadjustment provided herein, is equal to the unmodified Net Mortgage Rate as of the Closing Date of the Mortgage Loan to which such REMIC I Regular Interest relates, and (ii) have an initial REMIC Principal Balance equal to the Cut-off Date Balance of the Mortgage Loan to which such REMIC I Regular Interest relates. None of the REMIC I Regular Interests will be designated certificated. As provided herein, the “regular interests” in such REMICTrustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and the such segregated pool of assets will be designated as "REMIC II". The Class R-I II Certificates will be designated represent the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC II for purposes of the Trust shall make an election for the assets constituting REMIC II to be treated for Provisions under federal income tax purposes law. Each of the nine REMIC II Regular Interests will be designated as a REMICseparate "regular interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law and will have a REMIC II Remittance Rate equal to the Weighted Average REMIC I Remittance Rate. On The initial REMIC Principal Balance of each such REMIC II Regular Interest is set forth in the Startup Day, Table below. None of the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:certificated.

PRELIMINARY STATEMENT. On November 6, 2002 the Seller formed Xxxxxxxxx Mortgage Securities Trust 2002-4, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated November 6, 2002 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2002-4 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerXxxxxxxxx. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75865,919,712.47. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of and the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, Xxxxxxxxx, the Seller Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.751,302,438,000. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75561,021,570. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75811,993,920.91. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80624,067,078.06. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.0892,790,811.91. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.1695,136,030.94. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75938,190,028.97. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior This Deed of Trust is being delivered and accepted by Beneficiary to grant a deed of trust lien and security interest on the Grantors interest under the Mortgaged Leases to secure the Obligations as described below. The Port of Beaumont Navigation District of Jefferson County, Texas (the “District”) was organized, created and established pursuant to the Closing DateConstitution and the laws of the State of Texas as a conservation and reclamation district under Article XVI, Section 59, of the Texas Constitution, and pursuant to Chapter 147, Acts of the 51st Legislature of Texas, Regular Session, 1949, as amended (the “Enabling Act”). The District proposes to finance improvements to the port facilities of the District; and The District has determined that it is appropriate that it issue its Dock and Wharf Facility Revenue Bonds, Series 2016 (Jefferson Energy Companies Project) (the “Series 2016 Bonds”) to (i) reimburse and pay Jefferson Railport Terminal II LLC, a Delaware limited liability company, Grantor herein, for the development, construction and acquisition of certain facilities for the transport, loading, unloading and storage of petroleum products; (ii) pay capitalized interest during construction and (iii) pay certain costs of issuance of the Series 2016 Bonds (collectively, the Depositor acquired the Mortgage Loans from the Seller“Project”). On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Certain improvements have been constructed by Grantor on behalf of the Trust shall make District, on property leased to Grantor by the District pursuant to an election Agreement and Lease, dated August 27, 2013 and subsequently amended by an Amendment to Agreement and Lease, dated December 30, 2013 and a Second Amendment to Agreement and Lease, dated October 27, 2016 (the “Original Lease”) and a First Amended and Restated Lease Agreement dated as February 1, 2016 (together with the Original Lease, the “Ground Lease”), by and between Grantor, as successor to Port of Beaumont Petroleum Transload Terminal II, LLC and the District. To achieve the purposes for which the Series 2016 Bonds will be issued (i) the District will reimburse Grantor for the assets constituting REMIC I improvements constructed by Grantor on behalf the District under the Ground Lease; (ii) Grantor, pursuant to be treated for federal income tax purposes a Lease and Development Agreement, dated as a REMIC. On the Startup Dayof February 1, the REMIC I Regular Interests will be designated 2016 (the “regular interests” in such REMICFacilities Lease”), between the District and the Class R-I Certificates Grantor, will be designated the sole class of “residual interests” in such REMIC. The Trustee construct additional improvements on behalf of the Trust shall make an election for District (together with such improvements constructed by Grantor on behalf the assets constituting REMIC II District under the Ground Lease, the “Bond Financed Property”) and (iii) Grantor will lease the Bond Financed Property from the District pursuant to the terms and conditions of the Facilities Lease. The Series 2016 Bonds are to be treated for federal income tax purposes issued pursuant to the provisions of the Enabling Act, Chapter 60, Texas Water Code, as a REMIC. On the Startup Dayamended, and Chapter 1201, Texas Government Code, as amended (together, the REMIC II Regular Interests “Act”) and other applicable laws of the State of Texas and will be designated secured by a Trust Indenture and Security Agreement, dated as of February 1, 2016 (the “regular interests” in such REMIC, Indenture”) between the District and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:Beneficiary.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I (excluding the Reserve Fund and the Rounding Account) to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75656,885,609. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates the Certificates, together evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” interestsæ in such REMIC, and the Class R-I R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II R-2 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III R-3 Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75286,444,709.62. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75569,236,346. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75879,622,845.99. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80202,538,087.17. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08309,950,896.76. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71237,400,208.49. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16129,733,655.57. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the sole class of “Class R-IV Certificate will be designated the "residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75629,310,813.22. The initial principal amount of the Certificates (excluding the Residual Certificates) will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80391,031,982.05. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16238,278,831.17. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16817,715,039. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16817,459,122. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75747,594,731. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Class R Certificate will evidence ownership of the "residual interest" in each REMIC. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance79,278,478.56. The Group I Mortgage II Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80368,608,980. The Group II Mortgage III Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.0818,694,582.14. The Group III Mortgage IV Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.1618,759,708.96. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Group 1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75182,325,877.42. The initial principal amount of the Group 1 Certificates will not exceed such Outstanding Principal Balance. The Group I 2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80278,279,128.40. The initial principal amount of the Group 2 Certificates will not exceed such Outstanding Principal Balance. The Group II 3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08147,552,425.71. The initial principal amount of the Group 3 Certificates will not exceed such Outstanding Principal Balance. The Group III 4 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.7127,558,469.77. The initial principal amount of the Group 4 Certificates will not exceed such Outstanding Principal Balance. The Group IV 5 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.1644,190,605.12. In consideration The initial principal amount of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:Group 5 Certificates will not exceed such Outstanding Principal

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75776,189,477.96. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80184,748,200.74. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08249,105,444.69. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.7153,812,895.18. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16247,020,207.36. The Group V Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $41,502,729.99. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC V. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $575,842,082.76. The Sub-Loan Group II-1 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75166,048,631.89. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Sub-Loan Group I II-2 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80468,911,690.78. The Sub-Loan Group II II-3 Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.1659,122,216.39. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75399,734,051.12. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior The Depositor intends to the Closing Datesell mortgage pass-through certificates (collectively, the Depositor acquired "Certificates"), to be issued hereunder in multiple classes (each, a "Class"), which in the Mortgage Loans from the Seller. On the Closing Date, the Depositor aggregate will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be the Mortgage Loans. The Trustee As provided herein, the Paying Agent on behalf of the Trust shall make an election for Trustee will elect to treat the segregated pool of assets constituting consisting of all of the Mortgage Loans (exclusive of that portion of the interest payments thereon that constitute Additional Interest) and certain other related assets subject to this Agreement as a REMIC I to be treated for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Residual Interest will represent the sole class of "residual interests" in REMIC I for purposes as a REMICof the REMIC Provisions under federal income tax law, and will be represented by the Class R-I Certificates. On As provided herein, the Startup Day, Paying Agent on behalf of the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting as a REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Daypurposes, the REMIC II Regular Interests and such segregated pool of assets will be designated the “regular interests” in such REMIC, and the as "REMIC II". The Class R-II Certificates will be designated evidence the sole class of “"residual interests” " in such REMIC. The Trustee on behalf REMIC II for purposes of the Trust shall make an election for the assets constituting REMIC III to be treated for Provisions under federal income tax purposes as a REMIClaw. On the Startup DayFor federal income tax purposes, each Class of the Regular Certificates will be designated as a separate "regular interest" in REMIC II for purposes of the “regular interests” in such REMICREMIC Provisions under federal income tax law. The following table sets forth the Class or Component designation, the corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular Interest"), the Corresponding Components of the Class IO Certificates and the Original Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as for each Class of Sequential Pay Certificates (the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, "Corresponding Certificates"). Corresponding Original Class Corresponding Corresponding Components of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the CutREMIC I Regular Class IO Certificates (1) Interests (1) Class A-1 $131,057,000 LA-1 IO-off Date, after deducting all Scheduled Principal due on or before the CutA-1 Class A-2 $430,663,000 LX-0-off Date, of 0 XX-X-0-0 XX-0-0 XX-X-0-0 Class B $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut26,402,000 LB IO-off Date, after deducting all Scheduled Principal due on or before the CutB Class C $32,774,000 LC IO-off Date, of C Class D $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut9,104,000 LD IO-off Date, after deducting all Scheduled Principal due on or before the CutD Class E $8,194,000 LE IO-off Date, of E Class F $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut12,746,000 LF IO-off Date, after deducting all Scheduled Principal due on or before the CutF Class G $10,014,000 LG IO-off Date, of G Class H $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:14,567,000 LH IO-H Class J $14,566,000 LJ IO-J Class K $5,463,000 LK IO-K Class L $5,462,000 LL IO-L Class M $7,283,000 LM IO-M Class N $3,642,000 LN IO-N Class O $16,387,739 LO IO-O

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interest will be designated the “single "regular interests” interest" in such REMIC, . The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I and the REMIC II. The Class R-III X Certificates will be designated evidence ownership of the sole class of “"residual interests” interest" in such REMICREMIC III. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, Date and including $39,950,512 of the Pre-Funded Amount of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.161,149,645,356.75. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class R-III Certificates REMIC IV Regular Interests will be designated the sole class of “residual regular interests” in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance528,676,117. The Group I Mortgage II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80184,596,437. The Group II Mortgage II-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.0831,163,116. The Group III Mortgage II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71496,056,112. The Group IV Mortgage II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16247,138,687. The Group II-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $67,098,751. The Group II-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $154,453,895. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerBear Xxxxxxx Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in Structured Asset Mortgage Investments Trust, 1998-9, the Trust Fundcreated hereby. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I III to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC I III Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-3 Certificate will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Regular Classes of Certificates except for the Residual Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates R-1 Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75503,766,309.76. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller Servicers and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Interest will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the sole class of “Class R-IV Interest will be designated the "residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75888,703,522. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV. Loan Group I will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75504,262,776.66. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Loan Group I Mortgage Loans II will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16414,807,444.92. In consideration of the mutual agreements herein contained, the Depositor, the Guarantor, the Master Servicer, the Securities Administrator, the Seller Sponsor, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor therefor, Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II Regular Interests, which constitute REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75860,560,954. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerICI Funding. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. ICI Funding will be the Master Servicer for the Mortgage Loans. The Trustee on behalf shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On September 30, 1996 (the "Startup Day"), all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Trust Class R-2 Certificates will be designated the "residual interest" in such REMIC. The Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests Classes of Certificates except for the Class R-1, Class R-2 and Class X Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I R-1 Certificates will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf Each component of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes Class X Certificates as described in Section 5.01 (each, a REMIC. On the Startup Day, the REMIC II Regular Interests "Separate Component") will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “"regular interests” interest" in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. REMIC I. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Off Date, after deducting all Scheduled Principal due on or before the Cut-off Off Date, of $1,186,926,935.75265,003,425. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificate will be designated the "residual interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Certificates will be designated "regular interests" in such REMIC and the sole class of “Class R-IV Certificate will be designated the "residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,375,671,542.43. The initial principal amount of the Certificates (excluding the Residual Certificates) will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.801,032,844,327.57. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16342,827,214.86. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The Class R Certificate will evidence ownership of the "residual interest" in each REMIC. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance814,705,945. The Group I Mortgage II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.8060,783,249. The Group II Mortgage II-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08162,051,194. The Group III Mortgage II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.7166,575,965. The Group IV Mortgage II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.1637,991,132. The Group II-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $111,556,973. The Group II-6 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $48,938,919. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,165,973,387.83. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,053,735,707.62. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company, the Auction Administrator and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from EMC Mortgage Corporation (the "Mortgage Loan Seller" or "EMC"). On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all of the Classes of REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all of the Classes of REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an aggregate Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75366,177,674.00. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an the Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Loans. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Securities Administrator on behalf of the Cut-off DateTrustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75REMIC IV Regular Interest will be designated the "regular interest" in such REMIC. The initial principal amount Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The Class R-X Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as evidence ownership of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:"residual interest" in REMIC IV.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election (as directed in Section9.12(b)) for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election (as directed in Section 9.12(b)) for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election (as directed in Section 9.12(b)) for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off DateTrust shall make an election (as directed in Section 9.12(b)) for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the REMIC IV Regular Certificates will not exceed be designated "regular interests" in such Outstanding Principal BalanceREMIC and the Class R-IV Certificate will be designated the "residual interest" in such REMIC. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80131,709,507. The initial principal amount of the Group I Certificates (excluding the Class R-I Certificates) will not exceed such Outstanding Principal Balance. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.0842,656,438. The initial principal amount of the Group II Certificates (excluding the Class R-II, Class R-III Mortgage Loans and Class R-IV Certificates) will have an not exceed such Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Balance. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Interest will be designated the sole class of “"residual interests” interest" in such REMIC. The Class R Certificates will represent beneficial ownership of the Class R-I Interest, the Class R-II Interest and the Class R-III Interest. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75215,643,858. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75614,060,537.79. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.8096,534,500.33. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08432,329,945.28. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.7150,877,278.61. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.1634,318,813.57. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee Securities Administrator on behalf of the Trust Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC. The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class R-III Certificates REMIC IV Regular Interests will be designated the sole class of “residual regular interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Securities Administrator on behalf of the Cut-off DateTrustee shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75REMIC V Regular Interests will be designated “regular interests” in such REMIC. The initial principal amount Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC VI Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as evidence ownership of the Cut“residual interest” in each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V. The Class R-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans X Certificates will have an Outstanding Principal Balance as evidence ownership of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:“residual interest” in REMIC VI.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off DateTrust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The initial principal amount Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interests will be designated the "regular interests" in such REMIC. The Class R Certificates will not exceed such Outstanding Principal Balanceevidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Group I Mortgage Loans Class R-X Certificates will have an Outstanding Principal Balance as evidence ownership of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:"residual interest" in REMIC V.

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off DateTrust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the REMIC IV Regular Certificates will not exceed be designated "regular interests" in such Outstanding Principal BalanceREMIC and the Class R-IV Certificate will be designated the "residual interest" in such REMIC. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80550,229,047.69. The initial principal amount of the Group I Certificates (excluding the Class R-I Certificate) will not exceed such Outstanding Principal Balance. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08286,298,934.60. The initial principal amount of the Group III Mortgage Loans II Certificates will have an not exceed such Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Balance. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust on the related Subsequent Transfer Date. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,104,576,142.23. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80275,536,525.04. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08703,720,808.70. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.7171,503,329.51. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.1653,815,478.98. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “regular interests” in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75399,734,051.12. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On December 20, 2004 the Depositor formed Xxxxxxxxx Mortgage Securities Trust 2004-4, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated as of December 17, 2004 (the "Original Trust Agreement"), among the Depositor, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2004-4 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerXxxxxxxxx. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.751,133,510,435.22. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of and the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, Xxxxxxxxx, the Seller Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75312,798,664. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerICI Funding. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. ICI Funding will be the Master Servicer for the Mortgage Loans. The Trustee on behalf shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On March 27, 1997 (the "Startup Day"), all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Trust Class R-2 Certificates will be designated the "residual interest" in such REMIC. The Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests Classes of Certificates except for the Class R-1 and R-2 Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I R-1 Certificates will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Off Date, after deducting all Scheduled Principal due on or before the Cut-off Cut- Off Date, of $1,186,926,935.75280,491,412. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, the Seller Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75424,352,215. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On May 29, 2002 the Seller formed Xxxxxxxxx Mortgage Securities Trust 2002-2, as a Delaware business trust (the "Trust") pursuant to the Trust Agreement, dated May 29, 2002 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee. The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement. Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2002-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below). On or prior to the Closing Date, the Depositor Seller acquired the Mortgage Loans from the SellerXxxxxxxxx. On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust FundTrust. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” interest" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” interest" in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75508,229,863.83. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of and the Cut-off Date, after deducting all Scheduled Principal due cash deposit made on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16Closing Date pursuant to Section 2.01(a). In consideration of the mutual agreements herein contained, the DepositorSeller, the Master Servicer, the Securities Administrator, Xxxxxxxxx, the Seller Delaware Trustee and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerBear Stearns Mortgage Capital Corporation ("BSMCC"). On the Closing Date, the Depositor xxx Xeller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. NAMC will be the NAMC Master Servicer for the NAMC Mortgage Loans and PHH will be the PHH Master Servicer for the PHH Mortgage Loans. The Trustee on behalf shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Trust Class R-2 Certificate will be designated the "residual interest" in such REMIC. The Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the REMIC I Regular Interests Classes of Certificates except for the Class R-1 and Class R-2 Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I R-1 Certificates will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75789,958,210.60. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the DepositorSeller, the Master ServicerNAMC, the Securities Administrator, the Seller PHH and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates (other than the Class R Certificates) will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75$ 842,314,915.51. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80579,168,834.59. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16$ 263,146,080.92. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Initial Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to the related Subsequent Transfer Date, the Depositor will acquire the related Subsequent Mortgage Loans from EMC. On the related Subsequent Transfer Date, the Depositor will sell the related Subsequent Mortgage Loans and certain other property to the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Initial Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16986,861,512. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, KKR Financial Mortgage Corp. (the “Seller”) acquired the Initial Mortgage Loans from KKR Financial Corp. Thereafter and on or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to any Subsequent Transfer Date, the Depositor will acquire the Subsequent Mortgage Loans, which will be sold to the Trust on the related Subsequent Transfer Date. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates (other than the Class R Certificates and exclusive, in the case of the Adjustable Rate Certificates, of any right to receive payments in respect of the related Carryover Shortfall Amount or, in the case of the Interest Only Certificates, of any obligation to make payments in respect of the related Carryover Shortfall Amount) will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75959,200,036.00, which is deemed to include the related Pre-Funded Amount. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80352,610,211.82, which is deemed to include the related Pre-Funded Amount. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08296,063,977.96, which is deemed to include the related Pre-Funded Amount. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows:The

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I Regular Interests, which constitute REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75813,079,506. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor has acquired the Mortgage Loans from the SellerEMC. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-III Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Mortgage Loans will have an aggregate Outstanding Principal Balance of the Mortgage Loans as of the Cut-off Date, after deducting all Scheduled Principal application of scheduled payments due on whether or before the Cut-off Datenot received, of is approximately $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16909,708,325. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller EMC and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interests will be designated the “regular interests” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II and the REMIC III. The Class R-III X Certificates will be designated evidence ownership of the sole class of “residual interestsinterest” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal BalanceREMIC IV. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80287,403,461.81. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16818,428,815.22. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the SellerSponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “"regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “"regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as Trustee on behalf of the Cut-off DateTrust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,186,926,935.75REMIC IV Regular Interests will be designated "regular interests" in such REMIC. The initial principal amount Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the "regular interest" in such REMIC. The Class R Certificates will not exceed such Outstanding Principal Balanceevidence ownership of the "residual interest" in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC V. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.8088,281,554.65. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08848,659,834.74. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71407,519,639.87. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16574,268,613.23. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities AdministratorSponsor, the Seller Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Certificates Interests will be designated the “regular interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, and the Class R-III Certificates REMIC IV Regular Interests will be designated the sole class of “residual regular interests” in such REMIC. The Mortgage Trustee on behalf of the Trust shall make an election for the assets constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC V Regular Interest will be designated the “regular interest” in such REMIC. The Class R Certificates will evidence ownership of the “residual interest” in each of REMIC I, REMIC II, REMIC III and REMIC IV. The Class R-X Certificates will evidence ownership of the “residual interest” in REMIC V. The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.75. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance384,003,514. The Group I Mortgage II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $57,194,722.80198,981,995. The Group II Mortgage II-2 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $611,499,746.08190,271,389. The Group III Mortgage II-3 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $216,658,543.711,114,065,781. The Group IV Mortgage II-4 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $301,573,923.1693,097,227. The Group II-5 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $63,512,862. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller Seller, the Company and the Trustee agree as follows:

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor Seller has acquired the Mortgage Loans from the SellerEMC Mortgage Corporation ("EMC"). On the Closing Date, the Depositor Seller will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC X to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC X Regular Interests will be designated "regular interests" in such REMIC and the Class R-X Certificate will be designated the "residual interests" in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-I Certificates Certificate will be designated the sole class of “"residual interests” " in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, all the Classes of REMIC II Regular Interests Certificates will be designated the “"regular interests” " in such REMIC, REMIC and the Class R-II Certificates Certificate will be designated the sole class of “"residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Regular Certificates will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” " in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of approximately $1,186,926,935.751,807,197,590. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $57,194,722.80. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $611,499,746.08. The Group III Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $216,658,543.71. The Group IV Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $301,573,923.16. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller and the Trustee agree as follows: